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Professional LiabilityInsurance for LAWYERSand Related INSUREDS

2018Professional LiabilityInsurance for LAWYERSand Related INSUREDS

2018

lawpro.ca

InsurancePolicy No.2018-001

DECLARATIONS (Sample)ITEM 1 INSURED

LSUC No. Licensee NameFirm NumberFirm NameAddress

ITEM 2 NAMED INSUREDName The Law Society of Upper CanadaAddress Osgoode Hall, 130 Queen Street West

Toronto, Ontario M5N 2H6

ITEM 3 POLICY PERIODFrom January 1, 2018, 12:01 a.m., to December 31, 2018, 11:59 p.m., Standard Time at the address of theNAMED INSURED.

ITEM 4 BASE-RATED INSURANCE PREMIUM FOR THE POLICY PERIOD

ITEM 5 LIMIT OF LIABILITY$1,000,000 per CLAIM, subject to Part IV Condition A and any POLICY endorsement(s) that apply to the INSURED.

ITEM 6 AGGREGATE LIMIT OF LIABILITY$2,000,000 per POLICY PERIOD, subject to Part IV Condition B and any POLICY endorsement(s) that apply tothe INSURED.

ITEM 7 DEDUCTIBLE$ per CLAIM…

ITEM 8 MODIFICATIONS TO COVERAGEInnocent Party Coverage – SUBLIMIT OF LIABILITY of $ per CLAIM and in the aggregate per POLICYPERIOD, shall apply pursuant to Endorsement No. 5.

[and/or]Restricted Area of Practice Option shall apply.

[and/or]Part-Time Practice Option shall apply.

[and/or]Real Estate Practice Coverage Option – Endorsement No. 6 shall apply.

[and/or]CLAIMS brought by CORPORATE EMPLOYERS – Endorsement No. 11 shall apply.

[and/or]MULTI-DISCIPLINE PARTNERSHIPS – Endorsement No. 12 shall apply.

[and/or] COMBINED LICENSEE FIRMS – Endorsement No. 13 shall apply.

[or] None.

® LAWPRO name and logo are registered trademarks of Lawyers’ Professional Indemnity Company.

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P r o f e s s i o n a l L i a b i l i t y I n s u r a n c e

CONTENTSInsurance Policy No. 2018-001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Endorsements to Insurance Policy No. 2018-001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Lawyers’ Professional Indemnity Company (LAWPRO)250 Yonge Street

Suite 3101, P.O. Box 3Toronto, Ontario M5B 2L7

Tel: 416-598-5899 or 1-800-410-1013Fax: 416-599-8341 or 1-800-286-7639

Email: [email protected]

A. DAMAGES:To pay on behalf of the INSURED all sums which the INSURED shall become legallyobligated to pay as DAMAGES arising out of a CLAIM, provided the liability of theINSURED is the result of an error, omission or negligent act in the performance ofPROFESSIONAL SERVICES for others.

B. Defence, settlement, expenses: 1. Subject to subparagraph no. 2 herein, the INSURER will, in respect of such

coverage as provided by this POLICY:

(a) defend any CIVIL SUIT against the INSURED, subject to allocation to the INSURED of any expenses incurred in relation to the defence of non-covered allegations;

(b) investigate any CLAIM against the INSURED and have the right to makesuch settlement of any CLAIM in the INSURER’S sole and absolute discretion, after giving notice of its intention to settle to the INSURED;

(c) pay, subject to subparagraph 1(a) above,

(i) all expenses incurred by the INSURER for investigation and defence;

(ii) all costs awarded against the INSURED in any CIVIL SUIT defendedby the INSURER;

(iii) in any CIVIL SUIT, premiums on required appeal bonds and premiumson bonds to release attachments, for bond amounts not exceedingthe applicable LIMIT OF LIABILITY, AGGREGATE LIMIT OF LIABILITYor SUBLIMIT(S) OF LIABILITY of this POLICY, provided that theINSURER shall not have any obligation to apply for or furnish anysuch bonds; and

(d) pay all reasonable expenses, other than loss of earnings, incurred by theINSURED at the INSURER’S request.

2. Notwithstanding the INSURER’S obligations pursuant to Part I Coverage B,subparagraph no. 1, i.e. its obligation to defend, investigate and pay certainexpenses and costs, the INSURER may decline to so defend, investigate or paythe expenses or costs as set out in Part I Coverage B, subparagraph no. 1where it determines on reasonable grounds that the CLAIM does not arise outof an error, omission or negligent act in the performance of PROFESSIONALSERVICES for others, or that the CLAIM does not comply with Part II or IV ofthe POLICY, or is excluded pursuant to Part III of the POLICY.

In the event that the INSURED shall disagree with the decision of the INSURER,the dispute or disagreement may be heard by an arbitrator pursuant to Part IVCondition P or upon application or action by either party to the OntarioSuperior Court of Justice. The INSURER or the INSURED may introduce evidencerelating to the issues of coverage and the activities of the INSURED at sucharbitration or on the application or action, which evidence shall be consideredby the arbitrator or judge in making a determination of the respective obligationsof the INSURED and INSURER.

C. PRESCRIBED PENALTY expenses:The INSURER will reimburse an individual NAMED LAWYER, after final resolution,for expenses in investigation and/or defence reasonably incurred by the NAMEDLAWYER in the successful defence of any CLAIM regarding a PRESCRIBED PENALTYassessed against the NAMED LAWYER which arises out of the NAMED LAWYER’S performance of PROFESSIONAL SERVICES for others.

In this regard, the assessment of a PRESCRIBED PENALTY against an individualNAMED LAWYER will be deemed to be a CLAIM, upon first assessment, for the purposesof the POLICY. As well, for clarity, no coverage is available in respect of this Part 1Coverage C for any PRESCRIBED PENALTY awarded, nor for any expenses incurred,where the PRESCRIBED PENALTY remains awarded after final resolution.

The INSURER’S obligations pursuant to Part I Coverages A, B and C cease as soon asthe LIMIT OF LIABILITY, AGGREGATE LIMIT OF LIABILITY or SUBLIMIT(S) OF LIABILITYhave been exhausted.

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Part I

INSURANCE COVERAGE

Throughout this POLICY certain words have been capitalized to indicate that they have a specific meaning as defined in thisPOLICY or as set out in the POLICY Declarations.

Lawyers’ Professional Indemnity Company in consideration of the payment of the premium and in reliance on the Declarationsof the INSURED and subject to the LIMIT OF LIABILITY, AGGREGATE LIMIT OF LIABILITY, SUBLIMITS OF LIABILITY, DEDUCTIBLEand all other terms and conditions of this POLICY, agrees with the INSURED and NAMED INSURED, as follows:

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Part II

SPECIAL PROVISIONS

A. Territory:The insurance afforded by this POLICY applies:

(i) to the performance of PROFESSIONAL SERVICES anywhere in Canada, wheresuch services are performed with respect to the law of Canada, its provincesand territories; and

(ii) to the performance of PROFESSIONAL SERVICES outside of Canada, wheresuch services are performed with respect to the law of Canada, its provincesand territories, provided either that:

(a) such services occupy less than ten per cent (10%) of an INSURED’S timedocketed or gross billings for PROFESSIONAL SERVICES in each calendaryear; or

(b) the CLAIM or CIVIL SUIT brought in relation thereto is made in Canada,and the issues thereon, including liability and DAMAGES, are adjudicatedon their merits in Canada pursuant to the law of Canada, its provincesand/or territories, by a court in Canada.

B. POLICY PERIOD:The insurance afforded by this POLICY covers CLAIMS made against the INSUREDfor the first time during the POLICY PERIOD, no matter when the actual or allegederror, omission or negligent act took place, and so long as the INSURED shall:

(i) not have known or ought not to have known prior to the POLICY PERIOD ofsuch CLAIM or of the circumstances giving rise to such CLAIM;

(ii) not have any other valid and collectible insurance available concerning suchCLAIM; and

(iii) have been a PRACTISING LAWYER at the time that the error, omission or negligentact took place.

Further, if during the POLICY PERIOD, the INSURED first becomes aware of and firstgives notice to the INSURER of a CLAIM or circumstances of an error, omission ornegligent act which any reasonable LAWYER or LAW FIRM would expect to subsequentlygive rise to a CLAIM, the INSURER shall deem such CLAIM or circumstances a CLAIMmade against the INSURED during this POLICY PERIOD, even if a CLAIM is onlyadvanced as against the INSURED after the POLICY PERIOD, and even if notice of arelated CLAIM or related circumstances of an error(s), omission(s) or negligentact(s) is given to the INSURER after the POLICY PERIOD.

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(d) to any CLAIM in any way relating to or arising out of an INSURED providinginvestment advice and/or services, including without limitation, investmentadvice and/or services relating to or arising out of a business, commercial, orreal property investment, unless as a direct consequence of the performanceof PROFESSIONAL SERVICES;

(e) to any CLAIM in any way relating to or arising out of INJURY to any person, orto mental anguish, shock, humiliation or sickness, disease or death of any person,or destruction or loss of any tangible property, including the loss of use thereof,unless as a direct consequence of the performance of PROFESSIONAL SERVICES;

(f) to any CLAIM in any way relating to or arising out of any undertaking, agreementor promise by an INSURED, in which the INSURED assumes responsibility forthe INSURED’S own or another’s performance of an undertaking, agreement,promise or payment of a debt, including but not limited to an OVERDRAFTrelating to or arising out of a COUNTERFEIT CERTIFIED CHEQUE(S) OR COUNTERFEIT BANK DRAFT(S);

(g) to any CLAIM in any way relating to or arising out of an INSURED acting as aMORTGAGE BROKER, or to any CLAIM in any way relating to or arising out ofcircumstances in which an INSURED provided before July 1, 2008, PROFESSIONALSERVICES in conjunction therewith;

(h) to any CLAIM in any way relating to or arising out of any business venture(s)and/or any investment(s) which does not directly relate to the INSURED’Spractice of law;

(i) to any CLAIM in any way relating to or arising out of an INSURED’S law practicelocated in a RECIPROCATING JURISDICTION and/or a jurisdiction now consideredto be a RECIPROCATING JURISDICTION, where the INSURED was a practisingmember of the law society of that jurisdiction, was maintaining coverage inrespect of the INSURED’S law practice under that law society’s mandatoryprofessional liability insurance program, and did not purchase practice coverage under the POLICY or any policy(ies) which preceded it, at the timethe PROFESSIONAL SERVICES giving rise to the CLAIM were performed;

(j) to any CLAIM in any way relating to or arising out of a CYBERCRIME(S).

Part III

EXCLUSIONS TO THE INSURED’S COVERAGEThis POLICY does not apply:

(a) to any CLAIM in any way relating to or arising out of any DISHONEST, fraudulent,criminal or malicious act or omission of an INSURED;

(b) to any CLAIM by:

(i) an EMPLOYER who is an INSURED hereunder, against a present or formerEMPLOYEE who is also an INSURED hereunder, with respect to anyalleged or actual damage arising out of such employment to the goodwillor reputation of the EMPLOYER;

(ii) an EMPLOYER, including a CORPORATE EMPLOYER, who is not an INSUREDhereunder, against a present or former EMPLOYEE who is an INSUREDhereunder, with respect to any alleged or actual DAMAGES arising out ofsuch employment;

(iii) a CORPORATE EMPLOYER against an INSURED who is a present or formerSECONDED LAWYER for that CORPORATE EMPLOYER, with respect to any alleged or actual DAMAGES in any way relating to or arising out ofthe performance of PROFESSIONAL SERVICES during the period of suchsecondment; or

(iv) a PERSONAL LAW CORPORATION in which the INSURED is an officer,director, and/or shareholder;

(c) to any CLAIM made by or in connection with a business enterprise or corporationin which the INSURED and/or the INSURED’S spouse and/or the INSURED’SLAW PARTNERSHIP partner(s) and/or LAW PARTNERSHIP partner’s(s’)spouse(s) have or, at the time of the error, omission or negligent act, orthereafter, had beneficial ownership in an amount greater than ten per cent(10%), to the extent that the DAMAGES the INSURED is legally obligated topay represent the share of ownership held by the INSURED and/or theINSURED’S spouse and/or the INSURED’S LAW PARTNERSHIP partner(s)and/or LAW PARTNERSHIP partner’s(s’) spouse(s);

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The AGGREGATE LIMIT OF LIABILITY or applicable SUBLIMIT(S) OF LIABILITY perPOLICY PERIOD shall include all CLAIMS in respect of any other INSURED who mayhave vicarious or other liability for the CLAIMS of the INSURED, such that theINSURER’S AGGREGATE LIMIT OF LIABILITY or applicable SUBLIMIT(S) OF LIABILITYshall not be increased beyond that otherwise available to a single INSURED.

Further, with regard to Part 1 Coverage C only, the total sublimit of the INSURER’Sliability under Coverage C of this POLICY per CLAIM and for all CLAIMS reportedunder this coverage by the INSURED and by members of the INSURED’S LAW FIRM(during the POLICY PERIOD and when the PROFESSIONAL SERVICES were first provided)shall be $100,000.

C. DEDUCTIBLE:The INSURER’S obligation to pay on behalf of the INSURED applies only to thoseamounts in excess of the INSURED’S DEDUCTIBLE as defined in Part V Definition(k), as applicable to each CLAIM, subject to the following additional provisions:

(i) The terms of the POLICY, including those with respect to notice of CLAIM andthe INSURER’S right to investigate, negotiate and settle any CLAIM, applyirrespective of the application of the DEDUCTIBLE type or amount.

(ii) The INSURER may pay any part or all of the DEDUCTIBLE in respect of aCLAIM and, upon notification of the action taken, the INSURED shall reimburse the INSURER for payment of the DEDUCTIBLE, failing which theNAMED INSURED shall promptly place the INSURER in funds sufficient to satisfy the DEDUCTIBLE.

(iii) In the event of a CLAIM in any way relating to or arising out of a circumstancein which an INSURED provided PROFESSIONAL SERVICES for more than oneperson or organization having an apparent or alleged conflict in interest, theINSURED’S DEDUCTIBLE shall be double the amount indicated in ITEM 7 ofthe Declarations for the purposes of the CLAIM.

(iv) Where the amount of the INSURED’S DEDUCTIBLE is indicated in ITEM 7 ofthe Declarations as being $Nil, it is agreed that the amount of theDEDUCTIBLE shall instead be deemed to be $500.00 and applicable to indemnitypayments (including costs of repairs) only, for CLAIMS, if any, relating to a“real estate transaction” for which no real estate transaction levy surchargewas payable in accordance with Endorsement No. 2 Exclusion (v) of the POLICY.Excepting this, the INSURED’S $Nil DEDUCTIBLE amount shall apply.

(v) In the event of a CLAIM relating entirely to PRO BONO SERVICES and/or certainmentoring services provided pursuant to risk management protocolsapproved by the INSURER, the amount of the INSURED’S DEDUCTIBLE shallbe deemed to be $Nil for the purposes of the CLAIM.

A. LIMIT OF LIABILITY:The INSURER’S LIMIT OF LIABILITY shall be governed by this Condition.

With respect to such insurance as is afforded under Part 1 Coverages A and B of thisPOLICY, the LIMIT OF LIABILITY stated in the Declarations as ITEM 5, inclusive ofDEDUCTIBLE, is the total limit of the INSURER’S liability per CLAIM per POLICYPERIOD, except where coverage is afforded under Endorsement Nos. 5, 6, 7, 11 and14, in which case the applicable SUBLIMIT OF LIABILITY is the total of the INSURER’Sliability in respect of that coverage per CLAIM per POLICY PERIOD. In regard to Endorsement No. 8, the LIMIT OF LIABILITY is $250,000 per claimant per POLICY PERIOD.

With respect to such insurance as is afforded under Part 1 Coverage C of this POLICY,a SUBLIMIT OF LIABILITY of $100,000 applies, inclusive of DEDUCTIBLE, and is thetotal limit of the INSURER’S liability per CLAIM per POLICY PERIOD in respect ofthat coverage.

The inclusion of more than one INSURED in this POLICY who may have vicarious orother liability for the CLAIM(S) of the INSURED shall not operate to increase theINSURER’S LIMIT OF LIABILITY or SUBLIMIT(S) OF LIABILITY per CLAIM, exceptwhere one or more CLAIM(S) arising out of the same or RELATED ERROR(S), OMISSION(S) OR NEGLIGENT ACT(S) were made jointly or severally against two or moreINSUREDS who were members of different LAW FIRMS at the time that the earliesterror(s), omission(s) or negligent act(s) took place, then the LIMIT OF LIABILITYor SUBLIMIT(S) OF LIABILITY shall apply separately in respect of each LAW FIRM.

For clarity, the inclusion of a LOCUM(S) shall not operate to increase the INSURER’SLIMIT OF LIABILITY or SUBLIMIT(S) OF LIABILITY per CLAIM, in respect of a CLAIMmade against the LAWYER (or the LAWYER’S LAW FIRM) for whom the LOCUMwork was done.

B. Annual AGGREGATE LIMIT OF LIABILITY:The INSURER’S AGGREGATE LIMIT OF LIABILITY, per POLICY PERIOD, shall be governedby this Condition.

The AGGREGATE LIMIT OF LIABILITY stated in the Declarations as ITEM 6, inclusiveof DEDUCTIBLE or DEDUCTIBLES, is the total limit of the INSURER’S liability underPart I Coverages A, B and C of this POLICY for all CLAIMS for which notice was given orcaused to be given under the POLICY by the INSURED. Where coverage is affordedunder Endorsement Nos. 5, 6, 7, 11 and/or 14 the applicable SUBLIMIT(S) OF LIABILITY is subject to the AGGREGATE LIMIT OF LIABILITY.

Part IV

GENERAL CONDITIONS

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(vi) In the event of a CLAIM in any way relating to or arising out of a COUNTERFEITCERTIFIED CHEQUE(S) OR COUNTERFEIT BANK DRAFT(S), if the amount ofthe INSURED’S DEDUCTIBLE indicated in ITEM 7 of the Declarations is less than$5,000, the INSURED’S DEDUCTIBLE shall be deemed to be $5,000 and applicableto CLAIM expenses, indemnity payments and/or costs of repairs together.

(vii) In the event of a CLAIM in any way relating to or arising out of an ADMINISTRATIVE DISMISSAL, that is not set aside despite any steps that mayhave been taken by or under the direction of the INSURER, it is agreed thatthe DEDUCTIBLE shall be deemed to:

(a) apply to CLAIM expenses, indemnity payments and/or costs of repairstogether, and

(b) be $10,000 more than the amount of the INSURED’S DEDUCTIBLE indicatedin ITEM 7 of the Declarations.

Where two or more of subparagraphs (iii), (iv), (vi), and/or (vii) apply in respectof a CLAIM, the single largest DEDUCTIBLE amount shall be deemed to apply. In theevent that subparagraph (v) shall apply, the DEDUCTIBLE amount shall be $Nil,except where subparagraph (iv) is applicable.

D. Premium:The NAMED INSURED, as agent of the INSUREDS, has arranged for this POLICY andshall pay the premium by levying its LAWYERS and directing them to pay to theINSURER, as may be agreed between the INSURER and the NAMED INSURED, thebase-rated insurance premium levy, the Real Estate Transaction Levy Surcharge inaccordance with Endorsement No. 2, the Civil Litigation Transaction Levy Surcharge inaccordance with Endorsement No. 3, the Claims History Levy Surcharge in accordancewith Endorsement No. 4, the Innocent Party Levy Surcharge in accordance withEndorsement No. 5, the Real Estate Practice Coverage Surcharge in accordance withEndorsement No. 6, the premium levy in respect of MULTI-DISCIPLINE PARTNERSHIPSin accordance with Endorsement No. 12 and the premium levy in respect of COMBINEDLICENSEE FIRMS in accordance with Endorsement No. 13.

The base-rated insurance premium levy, including Innocent Party Levy Surchargeand Real Estate Practice Coverage Surcharge, shall be in accordance with theINSURER’S rating scheme and Endorsement Nos. 1, 5, 12 and 13, as evidenced inITEM 4 of the Declarations and invoiced to the INSURED. The Real EstateTransaction Levy Surcharge, the Civil Litigation Transaction Levy Surcharge, and theClaims History Levy Surcharge, shall be in accordance with Endorsement Nos. 2, 3and 4, respectively. Premiums and premium levy amounts in respect of an individualLAWYER may be adjusted by the INSURER during or after expiry of the POLICYPERIOD in accordance with:

(i) any judgment or settlement resulting from an arbitration process pursuantto Part IV Condition P of this or any prior or subsequent policy; and/or

(ii) any failure to comply with the eligibility criteria for the Part-Time PracticeOption and/or Restricted Area of Practice Option.

The NAMED INSURED and the INSUREDS shall provide the INSURER with suchapplications for insurance and other information by way of form as prescribed by theINSURER, as the INSURER may from time to time require for the purpose of collectingpremiums, underwriting and rating this POLICY.

E. Providing notice of CLAIM:If during the POLICY PERIOD the INSURED first becomes aware of any CLAIM or circumstances of an error, omission or negligent act which any reasonable LAWYERor LAW FIRM would expect to subsequently give rise to a CLAIM hereunder, suchINSURED shall immediately give written notice thereof or cause written notice tobe given to:

Lawyers’ Professional Indemnity Company (LAWPRO)250 Yonge Street, Suite 3101, P.O. Box 3Toronto, Ontario M5B 2L7

Email: [email protected]: 416-599-8341 or 1-800-286-7639Web: lawpro.ca

Notice at the above web address may only be provided by completing and submittinga “Claims Notice Report” in accordance with the instructions on the website. If noconfirmation number is received by the party in submitting a Claim Notice Reporton the website, then notice is deemed not to have been given to the INSURER.

The INSURED shall furnish promptly thereafter to the INSURER all information onthe CLAIM which is in the INSURED’S possession or knowledge.

If a CLAIM is brought against the INSURED, such INSURED shall immediately forwardto the INSURER every demand or originating process received by the INSURED.

F. Extended notice period:In the case of cancellation of this POLICY, an extended notice period of ninety (90)days from the effective date of cancellation is granted for the purpose of givingnotice of any CLAIM or circumstances of an error, omission or negligent act which anyreasonable LAWYER or LAW FIRM would expect to subsequently give rise to aCLAIM, but then only with respect to and arising out of an error, omission or negligentact occurring prior to the effective date of cancellation of the POLICY.

G. Assistance and cooperation of the INSURED:

In respect of a CLAIM, the INSURED shall:

(i) not voluntarily assume any liability or settle any CLAIM, other than in regardto Part 1 Coverage C;

(ii) cooperate with the INSURER in the investigation, defence and repair of any CLAIM;

(iii) not interfere in any negotiations or settlement of any CLAIM;

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(iv) whenever requested by the INSURER, aid in securing information and evidenceand the attendance of any witness; and

(v) cooperate with the INSURER in enforcing any right of contribution or indemnityagainst any person or organization, other than an INSURED’S employee whohas acted within the scope of the employee’s employment for the INSURED,that may be liable to the INSURED because of any CLAIM with respect towhich insurance is afforded under this POLICY, and enforcing any entitlementto costs.

In the event that any INSURED shall refuse to comply with the terms of this conditionor fail to provide or cause to be provided notice of a CLAIM under the POLICY to theINSURER, the NAMED INSURED may, in its sole and absolute discretion, take theplace of the INSURED to ensure such compliance or provision of notice; providedthat any act of the NAMED INSURED in so complying or providing notice on behalfof an INSURED with the requirements of this or any other condition in respect ofany one CLAIM, shall not affect the rights of the INSURER to rely upon a breach ofthis or any other condition by such INSURED with respect to the CLAIM in question,nor require the NAMED INSURED to perform such substitute compliance or provisionof notice in respect of any other CLAIM.

H. Release of coverage:Upon agreement with the INSURER, at the INSURER’S sole and absolute discretion,the INSURER may allow the INSURED to assume all of the responsibilities andobligations of the INSURER under the POLICY and in so doing the INSURED shallrelease the INSURER from all responsibilities and obligations under the POLICY.

I. Action against INSURER:No proceeding by the NAMED INSURED or the INSURED shall lie against the INSURERunless, as a condition precedent thereto, the NAMED INSURED or INSURED shallhave fully complied with all the terms of this POLICY.

J. Other insurance:(i) With RECIPROCATING JURISDICTION(S)

If the INSURED LAWYER, and/or any other individual and/or INSURED relatingto the same LAW FIRM, has or had insurance (other than that specificallyarranged to apply as excess insurance over this POLICY or any RECIPROCATINGJURISDICTION’S POLICY) under a RECIPROCATING JURISDICTION’S(S’)POLICY(IES) that applies to a CLAIM covered by this POLICY, the total amountof insurance provided under these policies, together, will not exceed the totalvalue of the CLAIM or the most which is available under either (any one) ofthese policies alone, whichever is less. The decision as to which of these policiesshall respond, or as to any allocation between (or amongst) these policies,shall be made by the INSURER and/or NAMED INSURED, together with theRECIPROCATING JURISDICTION’S(S’) law society(ies) and/or insurer(s), and

each INSURED agrees to be bound by their decision. For greater clarity, thetotal amount of coverage provided under this POLICY will not exceed theINSURER’S LIMIT OF LIABILITY and AGGREGATE LIMIT OF LIABILITY regardlessof the number of policies involved.

(ii) With othersIf the INSURED LAWYER, and/or any other individual and/or INSURED relatingto the same LAW FIRM, has or had insurance (other than that, with a self-insuredretention of $1,000,000 per CLAIM or more, specifically arranged to apply asexcess insurance over this POLICY or any RECIPROCATING JURISDICTION’SPOLICY) under a policy which is not a RECIPROCATING JURISDICTION’S POLICYthat applies to a CLAIM covered by this POLICY, this POLICY will apply only asexcess insurance over such other insurance regardless of whether that otherinsurance is primary, contingent, excess, or contains any form of excess orescape “other insurance” clause, condition or provision, to the extent that theother insurance is valid and collectable. Further, the INSURER will not be calledupon to contribute or otherwise pay any amounts, whatsoever, pursuant toPart I of the POLICY and/or any endorsements to the POLICY, where any suchamounts are covered under or are otherwise included in other valid and collectable insurance, except where that other insurance is unconditionallysubject to at least one hundred per cent (100%) reimbursement by the INSURED.

K. Subrogation and other rights of recovery:

In case of payment or liability for payment of any CLAIM by the INSURER, theINSURER shall be subrogated to the INSURED’S right of recovery related theretoagainst any other person. The INSURED shall cooperate with the INSURER, includingexecuting all papers to secure such rights, and the INSURED shall do nothing toprejudice such rights.

If the INSURED or NAMED INSURED has been required to pay all or part of theDEDUCTIBLE, or any part of any settlement or judgment in respect of which theINSURER has paid, and the net amount recovered pursuant to the INSURER’S subrogated right or any other right of recovery, after deducting the cost of recovery,is not sufficient to provide a complete indemnity for each of the INSURER, theNAMED INSURED and the INSURED, the net amount shall be apportioned first tothe INSURER, then to the NAMED INSURED and finally to the INSURED until eachis respectively made whole.

The INSURER shall not, by way of subrogation to the rights of an INSURED or theNAMED INSURED, seek to recover from another INSURED, the NAMED INSURED oremployees of either, except:

(i) to the extent that the INSURER has been prejudiced by the failure of suchother INSURED or the NAMED INSURED to comply with the terms of this POLICY; and/or

(ii) in the event of any DISHONEST, fraudulent, criminal or malicious act or omissionon the part of another INSURED, the NAMED INSURED or employees of either.

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L. Changes:The terms of this POLICY shall not be waived or changed except by an endorsementissued to form a part of this POLICY, signed by the INSURER and accepted by theNAMED INSURED.

M. Assignment:The interest hereunder of any INSURED and/or the NAMED INSURED is not assignable.If the INSURED shall die, be adjudged incapable of managing the INSURED’S ownaffairs or become bankrupt or insolvent, this POLICY shall cover the INSURED’Slegal representative as an INSURED with respect to coverage provided by this POLICY.Bankruptcy or insolvency of the INSURED or of the INSURED’S estate shall notrelieve the INSURER of any of its obligations hereunder.

N. Cancellation and exemption:This POLICY may be cancelled prior to its natural expiry by the NAMED INSUREDon behalf of all INSUREDS at any time by written notice delivered or sent by registered mail, to the INSURER. Such notice shall be delivered to the INSURER atthe municipal address indicated under Part IV Condition E.

This POLICY may be cancelled by the INSURER by giving at least sixty (60) daysprior notice in writing to the NAMED INSURED. Such notice shall be delivered orsent by registered mail to the address of the NAMED INSURED stated in ITEM 2 ofthe Declarations.

In the event of cancellation, the NAMED INSURED shall advise all INSUREDS of suchcancellation. Upon cancellation, all coverage under this POLICY afforded to any andall INSUREDS and/or the NAMED INSURED shall terminate concurrently except asprovided under Part IV Condition F.

Upon cancellation of this POLICY, the POLICY premium in regard to each INSUREDshall be adjusted pro rata to the effective date of the POLICY cancellation, subjectto a minimum premium equal to 60 days’ premium.

Any optional coverage elected or non-mandatory POLICY coverage provided to anINSURED may be cancelled by the INSURER by giving at least thirty (30) days priornotice in writing to that INSURED. Such notice to the INSURED shall be made bydelivery or by registered mail sent to the address of the INSURED set out in theDeclarations, or such other address of the INSURED indicated in the records of theINSURER at the time of cancellation. Premiums relating to the cancelled coverageshall be adjusted pro rata to the effective date of the cancellation of coverage, with-out any minimum premium adjustment.

Upon exemption of an INSURED by the NAMED INSURED or the INSURER frompayment of insurance premium levies under the POLICY, the INSURED’S POLICYpremium shall be adjusted pro rata to the date of exemption, subject to a minimum

premium or adjustment equal to 30 days’ premium applicable to each period ofpractice or exemption. In no event shall an INSURED be liable to pay more than 365days’ premium as a PRACTISING LAWYER during the POLICY PERIOD.

O. Compromise or settlement:The INSURER may, in its sole and absolute discretion, upon notice to the INSURED,compromise any CLAIM or settle any CIVIL SUIT without the consent of theINSURED who shall nevertheless remain liable to contribute the INSURED’SDEDUCTIBLE(S) as required by the relevant POLICY terms.

If the INSURED objects to a recommended compromise or settlement by the INSURER,the INSURER may, in its sole and absolute discretion, permit the INSURED to investigateand defend the CLAIM at the INSURED’S own cost in connection with such CLAIM,but only on the condition that the amount payable by the INSURER under this POLICYfor such CLAIM or CIVIL SUIT shall be limited to the amount for which such CLAIMor CIVIL SUIT could have been compromised or settled, inclusive of costs andexpenses incurred up to the date of such objection, subject to all other terms andconditions of this POLICY.

P. Arbitration:Subject to Part 1 Coverage B, subparagraph no.2, in the event of a dispute between(among) the INSURED(S) and INSURER or between (among) two or more INSUREDS,such dispute shall be decided by binding arbitration which shall be initiated by thedelivery of a notice of arbitration. The parties will agree to a single arbitrator, failingsuch agreement, the arbitrator shall be designated by the court on application. TheINSURED(S) and INSURER agree to enter into an arbitration agreement within sixty(60) days of delivery of the notice of arbitration. Such arbitration agreement shallinclude the procedure to be followed in the arbitration under this condition; failingagreement between the parties, the procedure shall be set and determined by theappointed arbitrator. Each party shall bear its own costs, including each party’sshare of the costs of the arbitration.

Q. Reporting to The Law Society:The INSURED agrees that, if the INSURER reasonably believes the INSURED to be or tohave engaged in activities which the INSURER, in its sole and absolute discretion,considers may be dishonest or criminal or in activities which have had or may havethe effect of causing someone to suffer serious damage as a consequence of anapparent breach of the rules of professional conduct, or in any circumstances thata LAWYER would be mandated to report to the NAMED INSURED in respect of otherlicensees pursuant to the rules of professional conduct, the INSURER may, in its soleand absolute discretion, report such activities to the NAMED INSURED and may, in itssole and absolute discretion, deliver to the NAMED INSURED such information anddocuments relating thereto that the INSURER, in its sole and absolute discretion,deems appropriate.

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R. Law, jurisdiction and currency:The POLICY is issued in Ontario, and is subject to the laws of the Province ofOntario and any applicable federal laws of Canada. Subject to Part I Coverage B,subparagraph no. 2 and Part IV Condition P, the parties irrevocably attorn to thejurisdiction of the courts of Ontario in the interpretation and enforcement of this POLICY.

Any reference to dollar amounts or monies payable in this POLICY shall only be inthe lawful currency of Canada.

S. Inter-jurisdictional considerations:Where the closest and most real connection to a CLAIM is with a RECIPROCATINGJURISDICTION, and the scope of coverage provided by the RECIPROCATING JURISDICTION’S POLICY is broader than that provided by this POLICY, then theINSURER shall provide the same scope of coverage as that of the RECIPROCATINGJURISDICTION’S POLICY in respect of the CLAIM.

For clarity, all such CLAIMS reported under this POLICY shall remain subject to theLIMIT OF LIABILITY and AGGREGATE LIMIT OF LIABILITY. For the purposes of thisCondition only, however, the LIMIT OF LIABILITY and AGGREGATE LIMIT OF LIABILITYshall not be considered to be less than $1,000,000 per CLAIM and $2,000,000 inthe aggregate, respectively.

The determination of whether a RECIPROCATING JURISDICTION has the closest andmost real connection to a CLAIM will be made by the INSURER, exercising its discretionreasonably, and considering whether at the time the INSURED was performing thePROFESSIONAL SERVICES giving rise to the CLAIM:

(i) the INSURED was practising the law of a RECIPROCATING JURISDICTION;

(ii) the INSURED was performing the PROFESSIONAL SERVICES in a RECIPROCATING JURISDICTION;

(iii) the INSURED’S client was in a RECIPROCATING JURISDICTION; and

(iv) the subject matter of the PROFESSIONAL SERVICES was located in or emanatedfrom a RECIPROCATING JURISDICTION.

The INSURER will also consider where the proceedings, if any, to advance the CLAIMare or are likely to be brought.

This Condition only applies where the INSURED, at the time the PROFESSIONALSERVICE(S) giving rise to a CLAIM were performed, was practising law in accordancewith the inter-jurisdictional practice provisions of the by-laws and/or rules of The LawSociety of Upper Canada and law society(ies) of the RECIPROCATING JURISDICTION(S).

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(g) CORPORATE EMPLOYER means a corporation as well as affiliated, controlled and subsidiary companies or other entity of the corporation forwhich the INSURED is an EMPLOYEE or SECONDED LAWYER, where “affiliated”,“controlled”, and “subsidiary” are as defined under the Securities Act,R.S.O. 1990, c.S.5.

(h) COUNTERFEIT CERTIFIED CHEQUE(S) OR COUNTERFEIT BANKDRAFT(S) means a fake instrument purported to be drawn upon a CANADIANFINANCIAL INSTITUTION that resembles a certified cheque or bank draft tosuch an extent that it is reasonably capable of passing for a certified chequeor bank draft, but not a certified cheque or bank draft that has merely beenaltered and/or signature of endorsement forged.

(i) CYBERCRIME(S) means an incursion, intrusion, penetration, impairment,use or attack of a COMPUTER SYSTEM(S) by electronic means by a third party,other than the INSURED or the INSURED’S LAW FIRM.

(j) DAMAGES means compensatory damages that the INSURED is legally obligated to pay arising out of a CLAIM, provided the INSURED’S liability is theresult of an error, omission or negligent act in the performance of PROFESSIONALSERVICES for others to which this insurance applies, and shall include subjectto the INSURER’S LIMIT OF LIABILITY, AGGREGATE LIMIT OF LIABILITY andSUBLIMIT(S) OF LIABILITY pre-judgment and post-judgment interest. DAMAGESdoes not include and this POLICY does not cover:

(i) fines or penalties;

(ii) professional fees, accounts, any fee arrangement and/or disbursements,even if claimed or characterized as compensatory damages;

(iii) any profit, remuneration or any other gain which the INSURED hasdirectly or indirectly received; or

(iv) punitive damages, exemplary damages, or aggravated damages, and anyinterest thereon.

(k) DEDUCTIBLE(S) means that amount set out in ITEM 7 of the Declarations,subject to Part IV Condition C, and shall be the responsibility of the INSUREDand the partner(s) and/or shareholder(s) of the LAW FIRM in which theINSURED practises as of the date of the CLAIM.

The INSURED’S DEDUCTIBLE shall apply as follows:

(i) to judgments and/or CLAIM settlements (if any) including those expenditures (if any) incurred in the repair or attempted repair of any error,omission or negligent act covered within the terms of this POLICY, to bepayable at the time the judgment, settlement or repair expenditure is due;

(a) ADMINISTRATIVE DISMISSAL means dismissal of an action for delay(including, without limitation, through breach of an order, direction ortimetable), or by reason of abandonment pursuant to Rules 48.14 or 48.15 ofthe Rules of Civil Procedure, R.R.O. 1990, Regulation 194, as amended or asmay be provided in equivalent successor legislation.

(b) CANADIAN FINANCIAL INSTITUTION means a “Canadian financialinstitution” as defined under the Bank Act, S.C. 1991, c.46, but does notinclude an entity that is primarily engaged in dealing in securities, includingportfolio management and investment counselling.

(c) CIVIL SUIT means an action, application or arbitration in which a CLAIMfor DAMAGES is asserted against an INSURED.

(d) CLAIM(S) means:

(i) a written or oral demand for money or services; or

(ii) a written or oral allegation of breach in the rendering of PROFESSIONALSERVICES;

received by the INSURED and resulting from a single error, omission or negligent act or RELATED ERROR(S), OMISSION(S) OR NEGLIGENT ACT(S) inthe performance of PROFESSIONAL SERVICES.

All CLAIMS, or circumstances of an error, omission or negligent act which anyreasonable LAWYER or LAW FIRM would expect to subsequently give rise to aCLAIM, which arise from a single error, omission or negligent act or RELATEDERROR(S), OMISSION(S) OR NEGLIGENT ACT(S), shall be deemed a singleCLAIM regardless of the number of INSUREDS or the number of persons ororganizations making a CLAIM or the time or times the error(s), omission(s),negligent act(s) or CLAIM(S) took place.

(e) COMBINED LICENSEE FIRM(S) means a partnership, other than aMULTI-DISCIPLINE PARTNERSHIP, or a professional corporation, which pursuantto By-Law 6 of the Law Society Act, R.S.O. 1990, c.L.8. (“Law Society Act”)has one or more PARALEGAL partners or shareholders and one or moreLAWYER partners or shareholders.

(f) COMPUTER SYSTEM(S) means any electronic device, component, networkor system, or any protocol, portal, storage device, media, or electronic document,or any computer software, firmware or microcode, or any associated technologywhich receives, processes, stores, transmits or retrieves data either locally orremotely, or any part thereof, whether stand-alone, interconnected or operatingas part of an integrated system or process, for use by or on behalf of theINSURED and/or the INSURED’S LAW FIRM.

Part V

DEFINITIONS

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(ii) unless otherwise indicated in ITEM 7 of the Declarations, to investigationand/or defence expenses and costs as described in Part I Coverage B onthe basis that 50 per cent of the INSURED’S DEDUCTIBLE shall be payableat such time as a Statement of Defence or responding material is filed toa CLAIM, and that the other 50 per cent of the INSURED’S DEDUCTIBLEshall be payable at the time of commencement of examinations for discovery or once examination begins or once a settlement conference orpre-trial conference is conducted if no examination for discovery is held; and/or

(iii) unless otherwise indicated in ITEM 7 of the Declarations, to investigationand/or defense expenses and costs as described in Part 1 Coverage C, to theextent incurred upon final resolution and successful defence of the matter.

(l) DESIGNATED AGENCY(IES)means those EMPLOYER(S) designated as suchby the INSURER while listed on its website at lawpro.ca/ Designated_Agencies.

(m) DISHONEST means dishonest conduct, which shall include without limitation,conduct which a reasonable LAWYER or LAW FIRM would consider to be:

(i) deceptive or untruthful; and

(ii) morally reprehensible or lacking in candour and integrity;

and which may occur in the absence of an INSURED’S actual dishonest purpose,motive or intent.

(n) EMPLOYEE(S)means a person who provides PROFESSIONAL SERVICES for oneEMPLOYER only, whether under a contract of service or a contract for services.

(o) EMPLOYER(S)means a person or party for whom an INSURED may providePROFESSIONAL SERVICES as an EMPLOYEE and shall include an affiliatedcompany, a controlled company or a subsidiary company, all as defined underthe Securities Act, R.S.O. 1990, c.S.5, but shall not include those for whomPROFESSIONAL SERVICES are provided on a pro bono basis.

(p) INJURYmeans bodily injury, false arrest, wrongful detention or imprisonment,libel, slander, defamation of character, invasion or violation of privacy, assault,battery, harassment, discrimination or wrongful dismissal.

(q) INSURED(S) means both NAMED LAWYER(S) and UNNAMED LAWYER(S).

NAMED LAWYER(S) means:

(i) each LAWYER who is engaged in the practice of law and has applied forand been granted coverage under this POLICY and who is named in theDeclarations as an INSURED;

(ii) such other LAWYERS or former LAWYERS, as well as former members ofThe Law Society of Upper Canada immediately before May 1, 2007, whohave been granted coverage under this POLICY and who are named in theDeclarations as an INSURED;

(iii) each LAW PARTNERSHIP, other than a MULTI-DISCIPLINE PARTNERSHIPor COMBINED LICENSEE FIRM, but only with respect to the rendering ofPROFESSIONAL SERVICES by the partner(s) and/or employee(s) of suchLAW PARTNERSHIP who are INSURED(S) under this POLICY and namedin ITEM 1 of the Declarations as INSURED(S), and then only to the extentof coverage afforded to such partner(s) and/or employee(s) in theirrespective capacities as such; and

(iv) each LAW CORPORATION, and its officer(s), director(s), shareholder(s)and/or employee(s) who are LAWYERS, but only with respect to the rendering of PROFESSIONAL SERVICES by the officer(s), director(s),shareholder(s) and/or employee(s) of such LAW CORPORATION who areINSURED(S) under this POLICY and named in ITEM 1 of the Declarationsas INSURED(S), and then only to the extent of coverage afforded to suchofficer(s), director(s), shareholders and/or employee(s) in their respectivecapacities as such.

Such LAWYERS, however, who during the POLICY PERIOD become deceased,suspended or disbarred, resign from The Law Society of Upper Canada,become a judge or retired, or become exempt or eligible for exemption fromthe payment of insurance premium levies pursuant to the by-laws of the LawSociety Act, or cease for any reason to be a LAWYER, will instead be consid-ered to be an UNNAMED LAWYER for the remaining period in time that thePOLICY is in force, unless that LAWYER (or legal representative on behalf of theLAWYER) subsequently reapplies for coverage and is then named in theDeclarations for that remaining period in time that the POLICY is in force.

UNNAMED LAWYER(S) means each LAWYER and former LAWYER, as well as each former member of The Law Society of Upper Canada immediatelybefore May 1, 2007, who has not applied for coverage and is not named in the Declarations.

(r) INSURER means Lawyers’ Professional Indemnity Company.

(s) LAW CORPORATION(S) means a professional corporation incorporatedunder the Business Corporations Act, R.S.O. 1990, c.B.16 for which practiceis governed and a valid certificate of authorization issued under the LawSociety Act.

(t) LAW FIRM(S) means a law firm, including a sole proprietorship, association,LAW PARTNERSHIP or LAW CORPORATION, and shall include any former andsuccessor firms thereof, but does not mean a PERSONAL LAW CORPORATION.

(u) LAW PARTNERSHIP(S) means a law partnership, in such form(s) permitted by The Law Society of Upper Canada, including a MULTI-DISCIPLINEPARTNERSHIP or a COMBINED LICENSEE FIRM which has PARALEGAL partner(s).

(v) LAWYER(S) means each person who holds a Class L1 licence pursuant tothe by-laws of the Law Society Act.

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(w) LOCUM(S) means a PRACTISING LAWYER who substitutes for another LAWYER,on a temporary basis, in the performance of PROFESSIONAL SERVICES for theclients of the other LAWYER or the other LAWYER’S LAW FIRM. For the purposesof such work, the LOCUM is deemed to be a member of the LAW FIRM to whichthe other LAWYER belongs.

(x) MORTGAGE BROKER means:

(i) in respect of services performed before July 1, 2008, a person who lendsmoney on the security of real estate, whether the money is the person’smoney or that of another person, or holds oneself out as or who by anadvertisement, notice or sign indicates that the person is a mortgagebroker, or a person who carries on the business of dealing in mortgages,or who acts as an intermediary arranging any financial transactionusual to mortgage lending; and

(ii) in respect of services performed on or after July 1, 2008, a person performing services for which a licence is required under the MortgageBrokerages, Lenders and Administrators Act, 2006, S.O. 2006, c.29.

(y) MULTI-DISCIPLINE PARTNERSHIP(S)means a multi-discipline partnership,authorized by The Law Society of Upper Canada in accordance with By-Law 7of the Law Society Act, which is not dissolved and has:

(i) one or more LAWYER partners, and

(ii) one or more partners who are not licensed by The Law Society of UpperCanada and who is(are) not permitted to engage in the practice of lawin Ontario or provide legal services in Ontario,

and which may include one or more PARALEGAL partners.

(z) OVERDRAFT means a negative balance in the INSURED’S trust account tothe extent directly caused by a COUNTERFEIT CERTIFIED CHEQUE(S) ORCOUNTERFEIT BANK DRAFT(S).

(aa) PARALEGAL(S) means each person who holds a Class P1 licence pursuantto the by-laws of the Law Society Act.

(bb) PERSONAL LAW CORPORATION means a LAW CORPORATION throughwhich a LAWYER acts in private practice in a LAW FIRM (other than the LAWCORPORATION) as more fully described in question 6 of the 2018 ApplicationForm for this insurance.

(cc) POLICY means this policy numbered 2018-001 issued by the INSURER to theNAMED INSURED, as well as any related application and exemption formsincluding attachments, as well as Declarations pages, endorsements andforms issued by the INSURER.

(dd) PRACTISING LAWYER(S) means a LAWYER who is engaged in the practiceof law and is not exempt from the payment of insurance premium levies pursuantto the by-laws of the Law Society Act or suspended from the practice of lawin Ontario, and shall include LAWYERS while employed exclusively by one ormore DESIGNATED AGENCY(IES) before January 1, 2017.

(ee) PRESCRIBED PENALTY(IES) means a penalty assessed against an individual NAMED LAWYER on or after January 1, 2003, pursuant to section163.2 or section 237.3 of the Income Tax Act, R.S.C. 1985, c.1 or section285.1 of the Excise Tax Act, R.S.C. 1985, c. E-15.

(ff) PRO BONO SERVICE(S) means approved pro bono PROFESSIONAL SERVICES provided by the INSURED after January 1, 2003, through anapproved pro bono PROFESSIONAL SERVICES program, where the approvedpro bono PROFESSIONAL SERVICES and PROFESSIONAL SERVICES programare approved by the INSURER in advance in writing.

(gg) PROFESSIONAL SERVICES means the practice of the law of Canada, itsprovinces and territories, where conducted by or on behalf of an INSURED insuch INSURED’S capacity as a LAWYER or member of the law society of a RECIPROCATING JURISDICTION (not as a member of the Barreau du Québec),subject to Part II Special Provision A; and shall include, without restrictingthe generality of the foregoing, those services for which the INSURED isresponsible as a LAWYER arising out of such INSURED’S activity as a trustee,administrator, executor, arbitrator, mediator, patent or trademark agent.

(hh) RECIPROCATING JURISDICTION(S) means as defined in paragraph9(4) under By-Law 6 of the Law Society Act.

(ii) RECIPROCATING JURISDICTION’S(S’) POLICY(IES) means themandatory professional liability insurance program policy(ies) for lawyers ofthe law society of a RECIPROCATING JURISDICTION.

(jj) RELATED ERROR(S), OMISSION(S) OR NEGLIGENT ACT(S) meanserror(s), omission(s) and/or negligent act(s) that have any common facts,circumstances, situations, events, transactions, causes and/or series ofcausally or otherwise connected facts, circumstances, situations, events,transactions, and/or causes, including, without limitation, negligent supervisionof others and/or vicarious liability for the error(s), omission(s) and/or negligentact(s) of others.

(kk) SECONDED LAWYER(S) means an INSURED who is a member of a LAWFIRM, but who temporarily acts in the capacity of in-house corporate counselfor a CORPORATE EMPLOYER.

(ll) SOLE PRACTITIONER(S) means a LAWYER who practises on the LAWYER’Sown, without LAWYER partner(s), LAWYER associate(s), PARALEGAL partner(s)or shareholder(s), or employed LAWYER(S), and without other LAWYER(S)practising in a LAW CORPORATION.

Signed on behalf of Lawyers’ Professional Indemnity Company

K. WatersKathleen A. WatersPresident and Chief Executive Officer


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This section contains POLICY endorsements including the following information:

• Definitions of real estate and civil litigation transactions for the purpose of determining surcharges

• Definition and description of surcharge that applies to innocent party coverage

• Exclusions with respect to the above

• Explanations of amounts payable in respect of surcharges and methods of calculation

• Due dates for the payment of surcharges

• Declarations Page for those insured as UNNAMED LAWYERS (GENERAL)

• Declarations Page for those insured as UNNAMED LAWYERS (MOBILITY)

• Real Estate Practice Coverage for ELIGIBLE INSUREDS who practise REAL ESTATE LAW

• Details concerning limited trust account OVERDRAFT liability coverage

• Details concerning innocent party coverage under mobility

• Defence cost coverage to IN-HOUSE CORPORATE COUNSEL for CLAIMS brought byCORPORATE EMPLOYERS

• Coverage details concerning MULTI-DISCIPLINE PARTNERSHIPS

• Coverage details concerning COMBINED LICENSEE FIRMS

• Details concerning limited CYBERCRIME coverage

2018-001Endorsements to Insurance Policy No.

2018-001

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This POLICY, subject to all its terms and conditions not in conflict with this endorsement,and further to Part IV Condition D, shall include the following:

A. Definition of real estate transaction:For the purposes of this rule, “real estate transaction” means a transaction thatdirectly or indirectly results in the transfer, charging or insuring of title to land inOntario, and shall include any one or more of the following services by a LAWYER:the receipt of instructions, preparation of documents, searches and/or the providingof one or more opinions or certificates with respect to the title, transfer or charge,and/or with respect to the issuance of any title insurance policy.

B. Levy surcharge payable:(i) Subject to subparagraphs B(ii), (iii), and (iv), and any exclusions contained

within this endorsement, each LAWYER required pursuant to By-Law 6 of theLaw Society Act, to pay a professional liability insurance premium levy, shallpay to The Law Society of Upper Canada $65 inclusive of taxes, in respect ofeach real estate transaction in which the LAWYER acted for one or more ofthe following parties, namely the transferor, transferee, chargee, chargor orthe title insurer, in respect of either or both of the transferee and chargee.

(ii) Where more than one LAWYER from the same LAW FIRM acted on behalf ofthe same party on the same real estate transaction, only one LAWYER isrequired to pay the $65 levy surcharge.

(iii) Where more than one transfer, charge or title insurance policy is given by orreceived by the same party in respect of the same real estate transaction, thelevy surcharge shall be limited to $65.

(iv) Where a real estate transaction involves more than one transferor, transferee,chargor, chargee, or one or more title insurer(s) and two or more of any ofthem are represented by different LAWYERS in different LAW FIRMS, eachLAWYER shall pay the levy surcharge of $65.

C. Exclusions:No levy surcharge is payable by a LAWYER under this endorsement in respect of areal estate transaction if:

(i) a person transfers land to the person’s spouse or to the person and the person’s spouse;

(ii) a person transfers land to any other person(s) in consideration of naturallove and affection;

Endorsement No. 2

REAL ESTATE TRANSACTION LEVY SURCHARGE(iii) a body corporate transfers land to another body corporate of which it is an

affiliate within the meaning of “affiliate” in the Business Corporations Act,R.S.O. 1990, c.B.16;

(iv) a personal representative or the personal representative’s successor acting asan executor, administrator or trustee, transfers land to a beneficiary or to asuccessor personal representative; or

(v) the real estate transaction closes on or after January 1, 1998, and a titleinsurance policy(ies) is(are) issued in favour of all of the transferees andchargees obtaining an interest in or charge against the land which is the subjectof the real estate transaction, provided that:

(a) the LAWYER does not act for the transferor in respect of the transaction;

(b) the title insurer(s) issuing the title insurance policy(ies) has(have) in allcases entered into a Release and Indemnity Agreement with LAWYERS, ina form acceptable to The Law Society of Upper Canada, wherein the titleinsurer(s) irrevocably agrees(agree) to:

(i) indemnify and save harmless the LAWYER from and against anyclaims arising under the title insurance policy(ies), except for theLAWYER’S gross negligence or willful misconduct; and

(ii) release its right to maintain a negligence claim against theLAWYER(S) acting as LAWYER(S) for the transferee(s), chargee(s)and/or the title insurer(s), except for the LAWYER’S gross negligenceor willful misconduct; and

(c) the LAWYER(S) is(are) not obliged to pay any deductible amount to thetitle insurer(s) in respect of one or more claims made under the titleinsurance policy(ies) where the deductible amount is or may be the sub-ject of recovery under the POLICY.

D. Filings and payments:(i) The real estate transaction levy surcharges payable by a LAWYER under this

endorsement shall be accumulated, remitted and paid, with the correspondingReal Estate Transaction Summary Form, quarterly within thirty (30) days ofthe quarterly period ending on the last day of March, June, September andDecember. The 2018 Exemption Form from the Real Estate Transaction LevySurcharge shall be due and remitted to the INSURER by April 30, 2018.

(ii) The levy surcharge imposed by this endorsement applies to a LAWYER inrespect of real estate transactions in which files are opened on or afterJanuary 1, 2018.

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This POLICY, subject to all its terms and conditions not in conflict with this endorsement,and further to Part IV Condition D, shall include the following:

A. Definitions of civil litigation transaction:For the purposes of this endorsement “civil litigation transaction” means:

(i) the commencement of a proceeding in Ontario by way of notice of action,statement of claim, originating process, application, petition, notice ofappeal, a form prescribed by statute; or

(ii) the response to a commencement of a proceeding in Ontario by way of statementof defence, defences to third party or subsequent party claims, answers topetitions, a response to an originating process, or notice of appearance inresponse to an application.

B. Levy surcharge payable:(i) Subject to subparagraphs B(ii), (iii), and (iv) and any exclusions contained

within this endorsement, each LAWYER required pursuant to By-Law 6 of theLaw Society Act, to pay a professional liability insurance premium levy, shallpay to The Law Society of Upper Canada $100 inclusive of taxes in respect ofeach civil litigation transaction in which the LAWYER acted for a party in aproceeding as defined in subparagraph A(i) or (ii).

(ii) Where more than one LAWYER from the same LAW FIRM acts on behalf of thesame party on the same civil litigation transaction, only one LAWYER isrequired to pay the $100 levy surcharge.

(iii) Where more than one proceeding is commenced as per A(i) or responded toas per A(ii) by the same party to a civil litigation transaction, the levy surcharge shall be limited to $100.

(iv) Where a civil litigation transaction involves more than one claimant, defendant,or other party, and two or more of them are represented by differentLAWYERS in different LAW FIRMS, each LAWYER shall pay the levy surchargeof $100.

Endorsement No. 3

CIVIL LITIGATION TRANSACTION LEVY SURCHARGE

C. Exclusions:No levy surcharge is payable by a LAWYER pursuant to this endorsement in respectof a civil litigation transaction if:

(i) proceedings are commenced in Small Claims Court;

(ii) proceedings are commenced pursuant to Residential Landlord and Tenant matters;

(iii) proceedings are funded by Legal Aid Ontario, Office of the Children’s Lawyer,Office of the Official Public Guardian and Trustee, or the FamilyResponsibility Office;

(iv) proceedings are entirely pertaining to family law issues, including those gov-erned by the Family Law Rules, O. Reg. 114/99 or dependants’ relief claimsunder Part V of the Succession Law Reform Act, R.S.O. 1990, c.S.26 (andappeals therefrom); or

(v) the LAWYER is employed exclusively by one or more DESIGNATED AGENCY(IES)and the civil litigation transaction is performed in the course of such employment.

D. Filings and payments:(i) The civil litigation transaction levy surcharges payable by a LAWYER under this

endorsement shall be accumulated, remitted and paid, with the correspondingCivil Litigation Transaction Summary Form, quarterly within thirty (30) daysof the quarterly period ending on the last day of March, June, September andDecember. The 2018 Exemption Form from the Civil Litigation TransactionLevy Surcharge shall be due and remitted to the INSURER by April 30, 2018.

(ii) The levy surcharge imposed by this endorsement applies to a LAWYER inrespect of civil litigation transactions in which files are opened on or afterJanuary 1, 2018.

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A. Surcharge:This POLICY, subject to all its terms and conditions not in conflict with this endorsement,and further to Part IV Condition D, shall include the following:

A claims history levy surcharge is payable by an INSURED, in addition to theINSURED’S base levy and any other applicable surcharges, for CLAIMS PAID duringthe period over the last five years in which the INSURED was a PRACTISINGLAWYER, in an amount as set out below:

(i) One CLAIM PAID: $2,500

(ii) Two CLAIMS PAID: $5,000

(iii)Three CLAIMS PAID: $10,000

(iv) Four CLAIMS PAID: $15,000

(v) Five CLAIMS PAID: $25,000

(vi) Six CLAIMS PAID: $35,000 plus $10,000 per CLAIM PAID in excess of six.

For clarity, the claims history levy surcharge shall be payable by an INSURED forany CLAIM(S) PAID, unless the claims history levy surcharge has already beenlevied for five full years with respect to such CLAIM(S) PAID.

B. Definition:For the purposes of this endorsement only, the following definition shall apply:

CLAIM(S) PAID means a payment made by the INSURER on behalf of theINSURED:

(i) pursuant to a judgment, or by way of repair or attempted repair or settlementof a CLAIM; or

(ii) for CLAIM(S) reported on or after January 1, 2004, where payment is madein respect of a CLAIM resulting in the LIMIT OF LIABILITY per CLAIM underthe POLICY being exhausted, even though no payment has been made on theINSURED’S behalf under the POLICY pursuant to a judgment, repair or settlement, unless the INSURED can establish that no final judgment has asyet been made against the INSURED, and no payment has as yet been madeon the INSURED’S behalf outside of the POLICY pursuant to a judgment,repair or settlement.

No CLAIM payment, however, shall be considered to result in a CLAIM PAID wherethe CLAIM relates entirely to PRO BONO SERVICES and/or certain mentoring servicesprovided pursuant to risk management protocols approved by the INSURER.

Endorsement No. 4

CLAIMS HISTORY LEVY SURCHARGE

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(iii) Notice of CLAIM and waiverIn the event that the INSURED fails to give notice to the INSURER of a CLAIM orto cooperate with the INSURER in the investigation or defence of a CLAIMunder this endorsed coverage, the INSURER agrees to waive its right to rely onthe INSURED’S breach of POLICY condition for the purposes of this endorsedcoverage. In either circumstance, the INSURER agrees to accept notice of suchCLAIM under this endorsed coverage from the NAMED INSURED.

(iv) SubrogationIf the INSURER pays any part of any settlement or judgment arising directlyor indirectly from any actual or alleged OTHERWISE EXCLUDED ACT OROMISSION of an INSURED, the INSURER shall be subrogated to theCLAIMANT’S rights, including its right of action against that INSURED.

B. Mandatory Innocent Party Coverage & Levy Surcharge:

Each INSURED, other than an INSURED acting as a SOLE PRACTITIONER who doesnot practise in circumstances where the INSURED is vicariously responsible for theacts or omissions of other LAWYERS or PARALEGAL partners or shareholders withwhom the INSURED practises, is required by The Law Society of Upper Canada topurchase innocent party SUBLIMIT OF LIABILITY coverage of $250,000 per CLAIMand in the aggregate and to pay the required Innocent Party Levy Surcharge in theamount of $125 per calendar year.

C. Definition:For the purposes of this endorsement only, the following definition shall apply:

CLAIMANT means a person (or entity) who has or alleges to have suffered DAMAGES by reason of an INSURED’S OTHERWISE EXCLUDED ACTS OR OMISSIONSin the performance of PROFESSIONAL SERVICES for others, where these OTHERWISEEXCLUDED ACTS OR OMISSIONS are alleged to be DISHONEST, fraudulent, criminal,or malicious.

This POLICY, subject to all its terms and conditions not in conflict with this endorsement,and further to Part I Coverages A and B as well as Part IV Condition D, shall includethe following where so indicated in ITEM 8 of the INSURED’S Declarations:

A. Coverage:Subject to the SUBLIMIT OF LIABILITY, exclusions and other terms and conditionscontained herein, any DISHONEST, fraudulent, criminal or malicious act or omission(hereinafter referred to as an “OTHERWISE EXCLUDED ACT[S] OR OMISSION[S]”)of an INSURED, or the INSURED’S vicarious or other liability in any way relating toor arising out of the OTHERWISE EXCLUDED ACTS OR OMISSIONS of others, arising outof the provision of PROFESSIONAL SERVICES for others, is deemed to be an “error,omission, or negligent act” as referred to in Part I Coverage A and throughout thePOLICY, notwithstanding Part III Exclusion (a) of the POLICY.

(i) SUBLIMIT OF LIABILITYThe amount of coverage provided with respect to this endorsed coverage shallbe as set out in ITEM 8 of the INSURED’S Declarations as the SUBLIMIT OFLIABILITY. For greater clarity, this SUBLIMIT OF LIABILITY is included withinthe LIMIT OF LIABILITY and AGGREGATE LIMIT OF LIABILITY of the INSURER,as set out in ITEMS 5 and 6 of the Declarations. This SUBLIMIT OF LIABILITYis also included within the SUBLIMIT OF LIABILITY for Endorsement No. 8.

(ii) ExclusionsThis endorsed coverage shall not apply to any CLAIM (or that part of anyCLAIM) arising out of:

(a) those OTHERWISE EXCLUDED ACTS OR OMISSIONS which are actuallycommitted by the INSURED prior to January 1, 1998, or such later datethat this endorsement coverage first came into force with respect to thatINSURED; or

(b) those OTHERWISE EXCLUDED ACTS OR OMISSIONS of others of which theINSURED had actual knowledge prior to January 1, 1998, or such laterdate that this endorsement coverage first came into force with respect tothat INSURED.

Endorsement No. 5

INNOCENT PARTY COVERAGE & LEVY SURCHARGE

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(b) any registration under the LAND TITLES ACT that has not been completed, save and except for CLAIMS under the LAND TITLES ACT bythe Land Titles Assurance Fund in the name of the Director of Titles;

(c) any CLAIM arising out of or pertaining to, directly or indirectly, any policyof title insurance, or for which coverage would apply under any policy oftitle insurance;

(d) any CLAIM advanced pursuant to an assignment, subrogation or othertransfer of a right or interest, save and except for CLAIMS under theLAND TITLES ACT by the Land Titles Assurance Fund in the name ofthe Director of Titles.

B. Mandatory Real Estate Practice Coverage:Each ELIGIBLE INSURED who practises REAL ESTATE LAW in Ontario is required byThe Law Society of Upper Canada to have this endorsed coverage. This endorsedcoverage shall not apply to any other INSUREDS.

C. Definitions:For the purposes of this endorsement only, the following definitions shall apply:

ELIGIBLE means eligible to practise REAL ESTATE LAW in Ontario, as permittedby The Law Society of Upper Canada.

LAND TITLES ACT means the Land Titles Act, R.S.O. 1990, c. L.5, as amended.

FRAUDULENT INSTRUMENT means a “fraudulent instrument” as definedunder the LAND TITLES ACT.

REAL ESTATE LAW means the practice of the law of Canada, its provinces andterritories, that concerns:

(i) the registration of any instrument under the LAND TITLES ACT; and/or

(ii) the actual or contemplated transfer, charging, insuring, or otherwise affecting,an estate, right or interest in land;

and may include, without limitation, any one or more of the following services bya solicitor: the receipt of instructions, preparation of documents, searches and/orthe providing of one or more opinions or certificates with respect to the title, transferor charge, and/or with respect to the issuance of any title insurance policy.

All other terms, conditions, exclusions and limitations of the POLICY not in conflictwith this endorsement remain unchanged. In particular, the terms and conditions ofEndorsement No. 5 of the POLICY not in conflict with this endorsement are specificallyincorporated in this endorsement as though expressly set out herein.

This endorsement shall apply in respect of an INSURED where so indicated in ITEM8 of the INSURED’S Declarations, upon application and approval for such coverage.

Where this endorsement is applicable to the INSURED, this endorsement modifiesthe innocent party coverage provided under Endorsement No. 5, to provide coveragein respect of CLAIM(S) arising out of the INSURED effecting the registration of aFRAUDULENT INSTRUMENT under the LAND TITLES ACT.

Where Endorsement No. 5 does not provide coverage to the INSURED, EndorsementNo. 5 is nonetheless deemed to apply in respect of the INSURED effecting theregistration of a FRAUDULENT INSTRUMENT under the LAND TITLES ACT on orafter April 1, 2008, subject to an innocent party SUBLIMIT OF LIABILITY of$250,000 per CLAIM and in the aggregate, and then only while coverage for theINSURED under this endorsement is in force.

A. Modifications to Innocent Party Coverage:

Subject to the SUBLIMIT OF LIABILITY, exclusions and other terms and conditionscontained herein, the effecting of registration of a FRAUDULENT INSTRUMENT underthe LAND TITLES ACT shall be deemed to be the performance of PROFESSIONALSERVICES for others, and if the registration should cause DAMAGES that arise outof any DISHONEST, fraudulent, criminal or malicious act or omission of theINSURED, such act or omission shall be deemed to be an “error, omission or negligentact” as referred to in the POLICY, notwithstanding Part III Exclusion (a) of the POLICY,for the purposes of this endorsement.

(i) SUBLIMIT OF LIABILITY The amount of coverage provided to the INSURED with respect to this endorsedcoverage shall be $250,000 per CLAIM and $1 million in the aggregate perPOLICY PERIOD. This SUBLIMIT OF LIABILITY is inclusive of, and not in additionto, any other SUBLIMIT OF LIABILITY, as well as the LIMIT OF LIABILITY andAGGREGATE LIMIT OF LIABILITY contained in this POLICY. For greater clarity,this SUBLIMIT OF LIABILITY is included within the LIMIT OF LIABILITY andAGGREGATE LIMIT OF LIABILITY of the INSURER, as set out in ITEMS 5 and 6of the Declarations. This SUBLIMIT OF LIABILITY is also included within theSUBLIMIT OF LIABILITY for the Endorsement No. 5.

(ii) ExclusionsThis endorsed coverage shall not apply to any CLAIM (or that part of anyCLAIM) arising out of:

(a) any registration under the LAND TITLES ACT occurring prior to April 1, 2008;

Endorsement No. 6

REAL ESTATE PRACTICE COVERAGE SURCHARGE(MODIFIED INNOCENT PARTY COVERAGE FOR REAL ESTATE REGISTRATION FRAUD)

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(ii) Exclusions This endorsed coverage shall not apply to any CLAIM (or that part of anyCLAIM) arising out of:

(a) any OVERDRAFT in any way relating to or arising out of a COUNTERFEITCERTIFIED CHEQUE(S) OR COUNTERFEIT BANK DRAFT(S) that was notinspected and deposited by the INSURED or the INSURED’S partner(s) oremployee(s); or

(b) any OVERDRAFT in any way relating to or arising out of the failure towait eight business days from deposit of the COUNTERFEIT CERTIFIEDCHEQUE(S) OR COUNTERFEIT BANK DRAFT(S) into the INSURED’S trustaccount before issuing cheque(s), draft(s) or other payment instructionson the trust account in relation thereto, unless within that time:

(i) the INSURED received confirmation, from either the INSURED’SCANADIAN FINANCIAL INSTITUTION or the drawee CANADIANFINANCIAL INSTITUTION, that the drawee CANADIAN FINANCIALINSTITUTION has verified the validity of the COUNTERFEIT CERTIFIEDCHEQUE(S) OR COUNTERFEIT BANK DRAFT(S); and

(ii) that confirmation is documented in writing by either CANADIANFINANCIAL INSTITUTION with the INSURED, or by the INSURED withthe CANADIAN FINANCIAL INSTITUTION that has confirmed to theINSURED that the drawee CANADIAN FINANCIAL INSTITUTION hasverified the validity of the COUNTERFEIT CERTIFIED CHEQUE(S) ORCOUNTERFEIT BANK DRAFT(S).

Endorsement No. 7

LIMITED TRUST ACCOUNT OVERDRAFTLIABILITY COVERAGE

This POLICY, subject to all its terms and conditions not in conflict with this endorsement,and further to Part I Coverages A and B, shall include the following:

A. Coverage: Subject to the SUBLIMIT OF LIABILITY, exclusions and terms and conditions containedherein, liability for an OVERDRAFT resulting from the handling of a COUNTERFEITCERTIFIED CHEQUE(S) OR COUNTERFEIT BANK DRAFT(S) in the INSURED’S capacityas a PRACTISING LAWYER or practising PARALEGAL is deemed to be liability resultingfrom an error, omission or negligent act in the performance of PROFESSIONAL SERVICESfor others, for the purposes of Part I Coverages A and B.

(i) SUBLIMIT OF LIABILITY (a) The amount of coverage provided with respect to this endorsed coverage

shall be subject to a SUBLIMIT OF LIABILITY of $500,000 per CLAIM andin the aggregate per POLICY PERIOD, for the INSURED. This SUBLIMIT OF LIABILITY is included within the LIMIT OF LIABILITY andAGGREGATE LIMIT OF LIABILITY of the INSURER, as set out in ITEMS 5and 6 of the Declarations.

(b) Notwithstanding (a) above, for those UNNAMED LAWYERS insured pursuantto Endorsement No. 9, the amount of coverage provided hereunder shallbe subject to the LIMIT OF LIABILITY and AGGREGATE LIMIT OF LIABILITYprovided pursuant to Endorsement No. 9.

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(b) in any way relating to or arising out of those OTHERWISE EXCLUDED ACTSOR OMISSIONS of others of which the INSURED had actual knowledgeprior to January 1, 2010, or such later date that this endorsement coverageshall first come into force with respect to that INSURED;

(c) first reported more than two years following the date on which theCLAIMANT discovered, or ought reasonably to have discovered, the MISAPPROPRIATION, but in no case later than 15 years following thedate on which the MISAPPROPRIATION first took place;

(d) in any way relating to or arising out of funds or property entrusted tothe INSURED as part of a venture or financing arrangement in which theINSURED has a financial interest; or

(e) in any way relating to or arising out of the wrongful or unlawful conductor fault of the CLAIMANT or RELATED PARTY(IES) of the CLAIMANTincluding, without limitation, where the funds or property entrusted to theINSURED had been unlawfully obtained by the CLAIMANT or RELATEDPARTY(IES) of the CLAIMANT.

(iii) Notice of CLAIM and waiver In the event that the INSURED fails to give notice to the INSURER of a CLAIM orto cooperate with the INSURER in the investigation or defence of a CLAIM underthis endorsed coverage, the INSURER agrees to waive its right to rely on theINSURED’S breach of POLICY condition for the purposes of this endorsed coverage.In either circumstance, the INSURER agrees to accept notice of such CLAIMunder this endorsed coverage from the NAMED INSURED.

(iv) Subrogation If the INSURER pays any part of any settlement or judgment arising directlyor indirectly from any actual or alleged OTHERWISE EXCLUDED ACT OROMISSION of an INSURED, the INSURER shall be subrogated to theCLAIMANT’S rights, including its right of action against that INSURED.

B. Definitions: For the purposes of this endorsement only, the following definitions shall apply:

CLAIMANT means a person or entity who alleges to have suffered DAMAGES byreason of MISAPPROPRIATION by the INSURED in the INSURED’S performance ofPROFESSIONAL SERVICES for others, and who:

Endorsement No. 8

INNOCENT PARTY COVERAGE UNDER MOBILITY

This POLICY, subject to all its terms and conditions not in conflict with this endorsement,and further to Part I Coverages A and B, shall include the following:

A. Coverage: Subject to the LIMIT OF LIABILITY and AGGREGATE LIMIT OF LIABILITY, exclusionsand other terms and conditions contained herein, a CLAIM by a CLAIMANT for MISAPPROPRIATION arising from TEMPORARY PRACTICE in or with respect to thelaw of a DEFALCATION COMPENSATION JURISDICTION (hereinafter referred to as an“OTHERWISE EXCLUDED ACT OR OMISSION”) of an INSURED, shall be deemed tobe an “error, omission, or negligent act” as referred to in Part I Coverage A andthroughout the POLICY, notwithstanding Part III Exclusion (a) of the POLICY.

(i) Limits of liability The amount of coverage provided with respect to this endorsed coverage shallbe $250,000 per CLAIMANT, subject to the AGGREGATE LIMIT OF LIABILITY ofthe INSURER, as set out in ITEM 6 of the Declarations. For greater clarity, theLIMIT OF LIABILITY of the INSURER as set out in ITEM 5 of the Declarationsshall not apply in respect to this endorsed coverage.

Notwithstanding the above:

(a) any CLAIM(S) involving the receipt of funds or property entrusted to theINSURED and jointly owned by more than one CLAIMANT shall bedeemed to be a CLAIM by a single CLAIMANT for whom a single limit ofliability of $250,000 shall apply, regardless of the number of CLAIMANTSmaking a CLAIM; and

(b) any CLAIM(S) involving MISAPPROPRIATION relating to or arising out ofmultiple unlawful appropriations from the same or related funds orproperty of a CLAIMANT entrusted to the INSURED shall be deemed to bea single CLAIM to which a single limit of liability of $250,000 perCLAIMANT shall apply.

(ii) Exclusions This endorsed coverage shall not apply to any CLAIM (or that part of any CLAIM):

(a) in any way relating to or arising out of those OTHERWISE EXCLUDEDACTS OR OMISSIONS which are actually committed by the INSURED priorto January 1, 2010, or such later date that this endorsement coverageshall first come into force with respect to that INSURED;

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(i) retained the INSURED for the performance of PROFESSIONAL SERVICES inwhich the INSURED was entrusted with that person’s or entity’s funds orproperty which were part of the MISAPPROPRIATION; or

(ii) is a non-client who relied on the INSURED in connection with any trust or asbeneficiary of an estate in regard to which the INSURED is or was a trusteeentrusted with funds or property of a client as part of the performance ofPROFESSIONAL SERVICES for others;

but shall not include (except in the sole and absolute discretion of the INSURER)RELATED PARTY(IES) of the INSURED, or any business enterprise or corporation inwhich the INSURED or RELATED PARTY(IES) of the INSURED has or had beneficialownership, individually or collectively, directly or indirectly, in an amount greaterthan ten per cent (10%).

DAMAGES means the amount of money or value of property entrusted to theINSURED, less the amount of money or value of property returned to the CLAIMANTor otherwise accounted for or realized by the CLAIMANT, directly or indirectly, butshall not otherwise include compensatory damages, consequential damages, interests,costs, fines, penalties, expenses, or punitive, exemplary or aggravated damages.

DEFALCATION COMPENSATION JURISDICTIONmeans a Canadian jurisdiction,other than Ontario, in which the governing law society is signatory to, has implementedand continues to implement the Mobility Defalcation Compensation Agreementapproved by the Federation of Law Societies of Canada on June 7, 2010, as amendedfrom time to time.

MISAPPROPRIATION means the unlawful appropriation of money or propertyof others entrusted to the INSURED in the INSURED’S capacity as a lawyer as partof the INSURED’S performance of PROFESSIONAL SERVICES for others.

RELATED PARTY(IES) means the person’s children, parents, siblings, or currentor former spouse, at the time the CLAIM is made, where spouse includes someonenot married to the person who has lived with that person in a common law relationship for a period of not less than one year.

TEMPORARY PRACTICE means the practice of law on an occasional basis ascharacterized under provisions contained in paragraphs 41 to 45 of By-Law 4under the Law Society Act and permitted under legislation of the law society of aDEFALCATION COMPENSATION JURISDICTION.

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ITEM 8 MODIFICATIONS TO COVERAGE(i) There shall be no coverage provided under this POLICY for any

CLAIMS arising out of PROFESSIONAL SERVICES provided by theINSURED while suspended or disbarred by, or after ceasing to be amember of, The Law Society of Upper Canada, or while a judge,retired, exempt (unless employed by a DESIGNATED AGENCY(IES) atsuch time of exemption being claimed) or eligible for exemptionfrom the payment of insurance premium levies pursuant to the by-lawsof the Law Society Act, or after ceasing for any reason to be aLAWYER, unless the CLAIM relates entirely to PRO BONO SERVICES, orcertain mentoring services provided pursuant to risk managementprotocols approved by the INSURER. Where the CLAIM relatesentirely to PRO BONO SERVICES or those approved mentoring services,the PROFESSIONAL SERVICES will be deemed to have been providedby the INSURED as a PRACTISING LAWYER.

(ii) If an UNNAMED LAWYER has applied for and been granted extendedcoverage with respect to acting in the capacity of an estate trustee,a trustee for inter vivos trust, or an attorney for property in respect ofan estate, a trust or a property of a person other than a related personof the UNNAMED LAWYER of which the UNNAMED LAWYER wasnamed as estate trustee, trustee or attorney while the UNNAMEDLAWYER was engaged in the practice of law in Ontario, then anyCLAIM relating entirely to such services will be deemed to have beenprovided by the UNNAMED LAWYER as a PRACTISING LAWYER.

(iii) Part III Exclusion (a) of the POLICY shall not apply to the INSURED,where the INSURED is not the author of the act, a party to the act,nor an accomplice to the act. This exception to Part III Exclusion (a),however, is subject to a SUBLIMIT OF LIABILITY of $250,000 perCLAIM and in the aggregate per POLICY PERIOD, as well as the LIMITOF LIABILITY and AGGREGATE LIMIT OF LIABILITY set out underITEMS 5 and 6 respectively herein.

The foregoing UNNAMED LAWYER Declarations replace, for that period in time thatthe INSURED is an UNNAMED LAWYER covered under this endorsement, any POLICYDeclarations issued to the INSURED.

These UNNAMED LAWYER Declarations shall not be considered to be Declarationsfor the purposes of the definition of NAMED LAWYER(S) under Part V Definition (q)of the POLICY.

Endorsement No. 9

UNNAMED LAWYER DECLARATIONS (GENERAL)The Declarations for each INSURED who is an UNNAMED LAWYER under the POLICY(as defined under Part V Definition (q) of the POLICY), other than those claimingexemption pursuant to Reason for Exemption “g” (mobility) under The Law Society ofUpper Canada’s professional liability insurance program, who are insured pursuantto Endorsement No. 10, shall be as follows:

Declarations:ITEM 1 INSURED

The UNNAMED LAWYER as defined in Part V Definition (q).

ITEM 2 NAMED INSUREDName The Law Society of Upper Canada

Address Osgoode Hall, 130 Queen Street WestToronto, Ontario M5N 2H6

ITEM 3 POLICY PERIODFrom January 1, 2018, 12:01 a.m., Standard Time at the address of theNAMED INSURED, or such subsequent date and time in 2018 as theLAWYER becomes an UNNAMED LAWYER, to December 31, 2018, 11:59 p.m.,Standard Time at the address of the NAMED INSURED, or such earlierdate and time as the LAWYER next ceases to be an UNNAMED LAWYER.

ITEM 4 BASE-RATED INSURANCE PREMIUM FOR THE POLICY PERIODNone.

ITEM 5 LIMIT OF LIABILITY$250,000 per CLAIM, subject to Part IV Condition A of the POLICY.

ITEM 6 AGGREGATE LIMIT OF LIABILITY$250,000 per POLICY PERIOD, subject to Part IV Condition B of the POLICY, as reduced by all amounts paid or to be paid pursuant to Part I ofpolicies effective on or after January 1, 1996, which are issued by theINSURER to the NAMED INSURED, and paid or to be paid in regardto CLAIMS thereunder concerning the INSURED as an UNNAMED LAWYER.

ITEM 7 DEDUCTIBLE$5,000 per CLAIM.

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ITEM 6 AGGREGATE LIMIT OF LIABILITY$2,000,000 per POLICY PERIOD, subject to Part IV Condition B of thePOLICY and any POLICY endorsement(s) that apply to the INSURED.

ITEM 7 DEDUCTIBLE$5,000 per CLAIM.

ITEM 8 MODIFICATIONS TO COVERAGE(i) Coverage shall only apply to CLAIMS arising out of PROFESSIONAL

SERVICES which were performed while the INSURED was a PRACTISINGLAWYER (or before May 1, 2007, while the INSURED was a memberof The Law Society of Upper Canada engaged in the practice of lawand not exempt from the payment of insurance premium levies) andbuying coverage in respect of that practice under The Law Society ofUpper Canada’s mandatory professional liability insurance program.

(ii) There shall be no coverage provided under this POLICY for anyCLAIMS arising out of PROFESSIONAL SERVICES provided by theINSURED while suspended or disbarred by, or after ceasing to be amember of, The Law Society of Upper Canada, or while a judge, retired,exempt or eligible for exemption from the payment of insurance premium levies pursuant to the by-laws of the Law Society Act, or afterceasing for any reason to be a LAWYER, unless the CLAIM relatesentirely to PRO BONO SERVICES. Where the CLAIM relates entirelyto PRO BONO SERVICES, the PRO BONO SERVICES will be deemed tohave been provided by the INSURED as a PRACTISING LAWYER.

(iii) Part III Exclusion (a) of the POLICY shall not apply to the INSUREDwhere the INSURED is not the author of the act, a party to the act,nor an accomplice to the act. Where the INSURED is the author ofthe act, a party to the act, or an accomplice to the act, EndorsementNo. 8 may apply. The former exception to Part III exclusion (a) issubject to a SUBLIMIT OF LIABILITY of $250,000 per CLAIM and inthe aggregate per POLICY PERIOD as well as the LIMIT OF LIABILITY,and both exceptions are subject to the AGGREGATE LIMIT OF LIABILITY.

The foregoing UNNAMED LAWYER Declarations replace, for that period in time thatthe INSURED is an UNNAMED LAWYER covered under this endorsement, any POLICYDeclarations issued to the INSURED.

These UNNAMED LAWYER Declarations shall not be considered to be Declarationsfor the purposes of the definition of NAMED LAWYER(S) under Part V Definition (q)of the POLICY.

Endorsement No. 10

UNNAMED LAWYER DECLARATIONS (MOBILITY)The Declarations for each INSURED who is an UNNAMED LAWYER under the POLICY(as defined under Part V Definition (q) of the POLICY), pursuant to Reason forExemption “g” (mobility) under The Law Society of Upper Canada’s professionalliability insurance program, meeting the requirements of an INSURED under ITEM 1of these Declarations, shall be as follows:

Declarations:ITEM 1 INSURED

Each present and/or former LAWYER, as well as each former member ofThe Law Society of Upper Canada immediately before May 1, 2007:(i) who is a practising member of the law society of a RECIPROCATING

JURISDICTION;

(ii) who is buying coverage in respect of that practice, under the RECIPROCATING JURISDICTION’S POLICY for a premium that is basedupon the standard insurance levy applied to those in private practice; and

(iii) who is exempt from the payment of insurance premium levies pursuantto subparagraph 9(1)(3) of By-Law 6 of the Law Society Act.

ITEM 2 NAMED INSUREDName The Law Society of Upper Canada

Address Osgoode Hall, 130 Queen Street WestToronto, Ontario M5N 2H6

ITEM 3 POLICY PERIODFrom January 1, 2018, 12:01 a.m., Standard Time at the address of theNAMED INSURED, or such subsequent date and time in 2018 as theseDeclarations shall first apply in respect of the INSURED, to December 31,2018, 11:59 p.m., Standard Time at the address of the NAMED INSURED,or such earlier date and time as these Declarations shall next cease toapply in respect of the INSURED.

ITEM 4 BASE-RATED INSURANCE PREMIUM FOR THE POLICY PERIODNone.

ITEM 5 LIMIT OF LIABILITY$1,000,000 per CLAIM, subject to Part IV Condition A of the POLICYand any POLICY endorsement(s) that apply to the INSURED.

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This endorsement shall apply:

(i) where indicated in ITEM 8 of the INSURED’S Declarations, and then only tothose INSUREDS who are NAMED LAWYERS pursuant to Part V Definition(q)(i) or (q)(ii) of the POLICY and provided those INSUREDS work as IN-HOUSE CORPORATE COUNSEL during the POLICY PERIOD; and

(ii) to SECONDED LAWYERS for PROFESSIONAL SERVICES provided for and whileunder secondment to a CORPORATE EMPLOYER.

A. Modifications to coverage:Notwithstanding Part III Exclusion (b)(ii) and (iii) but subject to all other termsand conditions of the POLICY for those INSUREDS to whom this endorsementapplies, coverage in accordance with Part I Coverage B of the POLICY is hereby provided for CLAIMS brought by a CORPORATE EMPLOYER against any present orformer INSURED EMPLOYEE or SECONDED LAWYER with respect to PROFESSIONALSERVICES provided by that INSURED as an EMPLOYEE or SECONDED LAWYER of theCORPORATE EMPLOYER on or after January 1, 1997.

The additional coverage provided by this endorsement however shall not apply:

(i) to any CLAIM directly or indirectly made by the INSURED and/or theINSURED’S spouse or immediate family, or any business enterprise or corporationin which the INSURED and/or the INSURED’S spouse or immediate familyhave or had beneficial ownership in an amount greater than ten per cent (10%);

(ii) to any CLAIM in any way relating to or arising out of the failure or omissionto provide, effect or maintain any insurance or bond;

(iii) to any CLAIM in any way relating to or arising out of the INSURED acting inthe INSURED’S capacity as a director or officer of the CORPORATE EMPLOYER,except to the extent that the CLAIM is for PROFESSIONAL SERVICES on behalfof the CORPORATE EMPLOYER;

(iv) to any CLAIM in any way relating to or arising out of any personal profit oradvantage to which the INSURED is not legally entitled;

(v) to any CLAIM in any way relating to or arising out of the bankruptcy or insolvencyof the INSURED or CORPORATE EMPLOYER;

(vi) to any CLAIM in any way relating to or arising out of any invasion of privacy, wrongful entry, eviction, loss of consortium or wrongful terminationof employment.

Nothing, however, in this endorsement shall be interpreted as providing or expandingthe coverage provided to any INSURED under the POLICY pursuant to Part ICoverage A or C.

All coverage provided pursuant to this endorsement is subject to a SUBLIMIT OFLIABILITY of $250,000 per CLAIM and in the aggregate per POLICY PERIOD for the INSURED.

B. Definition:For the purposes of this endorsement only, the following definition shall apply:

IN-HOUSE CORPORATE COUNSELmeans those INSUREDS who are EMPLOYEESof a single CORPORATE EMPLOYER, and who provide PROFESSIONAL SERVICES forand on behalf of the CORPORATE EMPLOYER as counsel to the CORPORATE EMPLOYER,which is other than a LAW CORPORATION.

Endorsement No. 11

CLAIMS BROUGHT BY CORPORATE EMPLOYERS

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This endorsement shall only apply where indicated in ITEM 8 of the POLICYDeclarations. Subject to all its terms and conditions not in conflict with thisendorsement, the POLICY shall include the following:

A. Coverage:(i) DAMAGES

The INSURER shall pay on behalf of the INSURED all sums which the INSUREDshall become legally obligated to pay as DAMAGES arising out of a CLAIM,provided the liability of the INSURED is the result of an error, omission ornegligent act in the performance of PROFESSIONAL SERVICES for others, where:

(a) coverage for NON-LICENSEE PARTNER(S) is limited to PROFESSIONALSERVICES provided for or on behalf of the MULTI-DISCIPLINE PARTNERSHIPand no coverage is available in respect of:

(i) PROFESSIONAL SERVICES provided by the NON-LICENSEE PARTNER(S)outside of Canada; or

(ii) PROFESSIONAL SERVICES provided by the NON-LICENSEE PARTNER(S)within Canada, unless the CLAIM or CIVIL SUIT brought in relation tosuch PROFESSIONAL SERVICES is made in Canada and the issues thereon,including liability and DAMAGES, are adjudicated on their merits inCanada pursuant to the law of Canada, its provinces and/or territories,by a court in Canada; and

(b) coverage in respect of PROFESSIONAL SERVICES provided for or on behalf ofthe MULTI-DISCIPLINE PARTNERSHIP, is limited to that provided on orafter April 30, 1999, or such date that the MULTI-DISCIPLINE PARTNERSHIPwas first authorized by the NAMED INSURED pursuant to By-law 7 of theLaw Society Act, whichever is later.

(ii) Defence, settlement, expensesThe INSURER will provide such coverage to the INSURED as is provided forunder Part I Coverage B of the POLICY, i.e. its obligation to defend, investigateand pay certain expenses and costs, but only in respect of such coverage as isafforded under (i) DAMAGES above.

(iii) PRESCRIBED PENALTY expensesThe INSURER will provide such coverage to the individual NON-LICENSEEPARTNER(S) as is provided under Part I Coverage C of the POLICY, i.e. to reimburse,after final resolution, certain expenses in the successful defence of any CLAIMregarding a PRESCRIBED PENALTY assessed against the individual NAMEDLAWYER, but only in respect of such coverage as is afforded under (i) DAMAGESabove with respect to PROFESSIONAL SERVICES provided for or on behalf ofthe MULTI-DISCIPLINE PARTNERSHIP.

B. Premium:The NAMED INSURED, as agent of the INSUREDS, has arranged for this POLICY,including this endorsement. The premium for this endorsed coverage is an individuallyassessed risk-based premium and is as set out in ITEM 4 of the POLICY Declarationsissued by the INSURER.

The NAMED INSURED shall pay this endorsement premium by invoicing the NON-LICENSEE PARTNER(S), levying the LICENSEE PARTNER(S), and directing theNON-LICENSEE PARTNER(S) and LICENSEE PARTNER(S) to pay this premium to the INSURER.

C. Definitions:For the purposes of this endorsement only (and the POLICY in respect of thisendorsement) the following definitions shall apply:

INSURED(S) means both NAMED LAWYER(S) and UNNAMED LAWYER(S).“NAMED LAWYER(S)” means as defined in Part V Definition (q) of the POLICY, butshall also include:

(i) each NON-LICENSEE PARTNER(S) who has been granted coverage pursuant tothis endorsement and is named in the POLICY Declarations as an INSURED,in respect of whom, in ITEM 8 thereof, this endorsement is said to apply; and

(ii) each MULTI-DISCIPLINE PARTNERSHIP named in the POLICY Declarations asan INSURED, but only with respect to the rendering of PROFESSIONAL SERVICESfor or on behalf of the MULTI-DISCIPLINE PARTNERSHIP by its LICENSEEPARTNER(S), NON-LICENSEE PARTNER(S), and/or LAWYER employees whoare INSURED(S) under this POLICY and named in ITEM 1 of the Declarationsas INSURED(S).

“UNNAMED LAWYERS” means as defined in Part V Definition (q) of the POLICY.

Endorsement No. 12

MULTI-DISCIPLINE PARTNERSHIPS

26


In no case shall a present and/or former NON-LICENSEE PARTNER(S) be considered to be an UNNAMED LAWYER(S) under the POLICY as a result of theNON-LICENSEE PARTNER(S) being or having been a NON-LICENSEE PARTNER(S) ina MULTI-DISCIPLINE PARTNERSHIP.

LICENSEE PARTNER(S) means a LAWYER(S) while a partner in a MULTI-DISCIPLINE PARTNERSHIP and, if applicable, a PARALEGAL(S) while a partner in aMULTI-DISCIPLINE PARTNERSHIP with one or more LAWYER partners.

NON-LICENSEE PARTNER(S) means an individual(s) or professional corporation(s) who is not a LAWYER or someone authorized to practise law in anyprovince or territory of Canada outside Ontario, while a partner in a MULTI-DISCIPLINEPARTNERSHIP and who is engaged in the practice of a profession, trade or occupation, as set out in forms filed pursuant to By-Law 7 of the Law Society Act,that supports or supplements the practice of the Law of Canada, its provinces orterritories, as a partner in the MULTI-DISCIPLINE PARTNERSHIP.

PROFESSIONAL SERVICES:

(i) in respect of services provided by a LAWYER, means as defined in Part VDefinition (gg) of the POLICY; and

(ii) in respect of services provided by a NON-LICENSEE PARTNER(S), means thepractice of the NON-LICENSEE PARTNER’S(S’) profession, trade or occupation,as set out in forms filed pursuant to By-Law 7 of the Law Society Act thatsupports or supplements the practice of the law of Canada, its provinces andterritories, where such services are provided by the NON-LICENSEE PARTNER(S)for or on behalf of the MULTI-DISCIPLINE PARTNERSHIP.

D. Application of other terms andconditions of the POLICY:

Endorsement Nos. 2, 3, 5, 7, 12 and 14 only of the POLICY shall apply in respect ofeach NON-LICENSEE PARTNER(S). All POLICY endorsements shall or may apply toLICENSEE PARTNER(S) and/or LAWYER employee(s) who are employed by a MULTI-DISCIPLINE PARTNERSHIP.

For the purposes of interpretation of Endorsement Nos. 2 and 3, a NON-LICENSEEPARTNER(S) shall be deemed to be a LAWYER who is required, pursuant to By-Law6 of the Law Society Act, to pay a professional liability insurance premium levy andthe real estate and civil litigation transaction levies.

For the purposes of interpretation of Endorsement Nos. 5, 7 and 14, reference toPart I Coverages A and B of the POLICY shall be deemed to be to Section A. Coverage(i) and (ii) of this endorsement for the NON-LICENSEE PARTNER(S).

For the purposes of interpretation of Endorsement No. 5, a NON-LICENSEE PARTNER(S)shall be deemed to be an INSURED LAWYER for the purposes of the mandatoryInnocent Party Coverage and levy surcharge. Coverage for INSUREDS under thatendorsement, however, in connection with the PROFESSIONAL SERVICES of theNON-LICENSEE PARTNER(S), shall be limited to that provided by the NON-LICENSEE PARTNER(S) for or on behalf of the MULTI-DISCIPLINE PARTNERSHIP, andthen only where the PROFESSIONAL SERVICES were provided on or after April 30,1999, or such date that the MULTI-DISCIPLINE PARTNERSHIP was first authorizedby the NAMED INSURED pursuant to By-law 7 of the Law Society Act, whicheveris later.

For the purposes of interpretation of Endorsement No. 12, a PARALEGAL partner(s)in a MULTI-DISCIPLINE PARTNERSHIP with a LAWYER partner(s) shall be deemedto be a PARALEGAL PARTNER(S) in a COMBINED LICENSEE FIRM.

27

This endorsement shall only apply where indicated in ITEM 8 of the POLICYDeclarations. Subject to all its terms and conditions not in conflict with thisendorsement, the POLICY shall include the following:

A. Coverage:(i) DAMAGES

The INSURER shall pay on behalf of the INSURED all sums which the INSUREDshall become legally obligated to pay as DAMAGES arising out of a CLAIM,provided the liability of the INSURED is the result of an error, omission ornegligent act in the performance of PROFESSIONAL SERVICES for others, where:

(a) coverage for PARALEGAL PARTNER(S) OR SHAREHOLDER(S) is limited toPROFESSIONAL SERVICES provided for or on behalf of the COMBINEDLICENSEE FIRM; and

(b) coverage in respect of PROFESSIONAL SERVICES provided for or on behalfof the COMBINED LICENSEE FIRM, is limited to that provided on or aftersuch date that the COMBINED LICENSEE FIRM was first authorized by theNAMED INSURED pursuant to By-law 6 of the Law Society Act.

(ii) Defence, settlement, expensesThe INSURER will provide such coverage to the INSURED as is provided forunder Part I Coverage B of the POLICY, i.e. its obligation to defend, investigateand pay certain expenses and costs, but only in respect of such coverage as isafforded under (i) DAMAGES above.

(iii) PRESCRIBED PENALTY expensesThe INSURER will provide such coverage to the individual PARALEGAL PARTNER(S) OR SHAREHOLDER(S) as is provided under Part I Coverage C ofthe POLICY, i.e. to reimburse, after final resolution, certain expenses in thesuccessful defence of any CLAIM regarding a PRESCRIBED PENALTY assessedagainst the individual NAMED LAWYER, but only in respect of such coverage asis afforded under (i) DAMAGES above with respect to PROFESSIONAL SERVICESprovided for or on behalf of the COMBINED LICENSEE FIRM.

B. Premium:The NAMED INSURED, as agent of the INSUREDS, has arranged for this POLICY,including this endorsement. The premium for this endorsed coverage is an individuallyassessed risk-based premium and is as set out in ITEM 4 of the POLICY Declarations.

The NAMED INSURED shall pay this endorsement premium by levying and directing thePARALEGAL PARTNER(S) OR SHAREHOLDER(S), to pay this premium to the INSURER.

C. Cancellation/Amendment: (i) For the purposes of this endorsement only (and the POLICY in respect of

this endorsement), PARALEGAL PARTNER(S) OR SHAREHOLDER(S) shall bedeemed INSURED(S) and PRACTISING LAWYER(S) for the purposes of Part IVCONDITION N;

(ii) In addition, this POLICY may be cancelled or amended in respect of any PARALEGAL PARTNER(S) OR SHAREHOLDER(S) prior to its natural expiry:

(a) by the INSURER, by giving at least sixty (60) days prior notice in writingto the PARALEGAL PARTNER(S) OR SHAREHOLDER(S) and the NAMEDINSURED. The INSURER may cancel this POLICY for non-payment of apremium levy and/or DEDUCTIBLE and/or failure to file a fully completedCOMBINED LICENSEE FIRM application form, and/or Civil LitigationTransaction Summary Form or applicable exemption form in accordancewith Endorsement No. 3, and/or a Real Estate Transaction SummaryForm or applicable exemption form in accordance with Endorsement No. 4.The PARALEGAL PARTNER(S) OR SHAREHOLDER(S) may set aside thecancellation by payment in full of the premium levy or deductibleamount due and/or filing the fully completed applicable forms before theeffective date of cancellation. Notice to the PARALEGAL PARTNER(S) ORSHAREHOLDER(S) shall be made by delivery or by registered mail sent tothe address of the PARALEGAL PARTNER(S) OR SHAREHOLDER(S) set outin the Declarations, or such other address of the PARALEGAL PARTNER(S)OR SHAREHOLDER(S) indicated in the records of the INSURER at thetime of cancellation. Notice to the NAMED INSURED shall be delivered orsent by registered mail to the address of the NAMED INSURED stated in theDeclarations at ITEM 2. Such notice will state the reason for cancellationand the effective date of cancellation;

(b) by the PARALEGAL PARTNER(S) OR SHAREHOLDER(S), by giving at leastsixty (60) days prior notice in writing to the INSURER and the NAMEDINSURED. Such notice shall be delivered or sent by registered mail to theINSURER at the municipal address indicated under Part IV Condition Eand to the address of the NAMED INSURED stated in ITEM 2 of theDeclarations. A copy of such notice may be provided by the INSURER tothe NAMED INSURED confirming the effective date of cancellation.

D. Extended Notice Period:In the event of cancellation of this POLICY in respect of a PARALEGAL PARTNER(S) ORSHAREHOLDER(S), an extended notice period of ninety (90) days from the effectivedate of cancellation is granted to the PARALEGAL PARTNER(S) OR SHAREHOLDER(S)for the purpose of giving notice of any CLAIM or circumstances of an error, omissionor negligent act which any reasonable PARALEGAL or COMBINED LICENSEE FIRM

Endorsement No. 13

COMBINED LICENSEE FIRMS

28


would expect to subsequently give rise to a CLAIM, but then only with respect toand arising out of an error, omission or negligent act occurring prior to the effectivedate of cancellation of the POLICY.

If any other policy of insurance in effect would apply to any CLAIM first made duringthe extended notice period, then coverage provided under this POLICY during theextended notice period will apply in excess of such other insurance to the extent thatthe other insurance is valid and collectable, and will not be called upon in contributionor otherwise.

E. Definitions:For the purposes of this endorsement only (and the POLICY in respect of thisendorsement) the following definitions shall apply:

INSURED(S) means both NAMED LAWYER(S) and UNNAMED LAWYER(S).“NAMED LAWYER(S)” means as defined in Part V Definition (q) of the POLICY, butshall also include:

(i) each PARALEGAL PARTNER(S) OR SHAREHOLDER(S) who has been grantedcoverage pursuant to this endorsement and is named in the POLICYDeclarations as an INSURED, in respect of whom, in ITEM 8 thereof, thisendorsement is said to apply; and

(ii) each COMBINED LICENSEE FIRM named in the POLICY Declarations as anINSURED, but only with respect to the rendering of PROFESSIONAL SERVICESfor or on behalf of the COMBINED LICENSEE FIRM by its LAWYER PARTNER(S)OR SHAREHOLDER(S), PARALEGAL PARTNER(S) OR SHAREHOLDER(S), and/orLAWYER employee(s), who are INSURED(S) under this POLICY and named inITEM 1 of the Declarations as INSURED(S).

“UNNAMED LAWYERS” means as defined in Part V Definition (q) of the POLICY.

In no case shall a present and/or former PARALEGAL PARTNER(S) OR SHAREHOLDER(S)be considered to be an UNNAMED LAWYER(S) under the POLICY as a result of thePARALEGAL PARTNER(S) OR SHAREHOLDER(S) being or having been a PARALEGALPARTNER(S) OR SHAREHOLDER(S) in a COMBINED LICENSEE FIRM.

LAWYER PARTNER(S) OR SHAREHOLDER(S) means a LAWYER(S) while apartner or a shareholder in a COMBINED LICENSEE FIRM.

PARALEGAL PARTNER(S) OR SHAREHOLDER(S) means a PARALEGAL(S)while a partner or a shareholder in a COMBINED LICENSEE FIRM.

PROFESSIONAL SERVICES:

(i) in respect of services provided by a LAWYER, means as defined in Part VDefinition (ee) of the POLICY;

(ii) in respect of services provided by a PARALEGAL PARTNER(S) OR SHAREHOLDER(S), means the PARALEGAL PARTNER’S(S’) OR SHAREHOLDER’S(S’)provision of legal services authorized under a Class P1 licence, pursuant tothe by-laws of the Law Society Act, where such services are provided by thePARALEGAL PARTNER(S) OR SHAREHOLDER(S) for or on behalf of the COMBINED LICENSEE FIRM.

F. Application of other terms and conditions of the POLICY:

Endorsement Nos. 2, 3, 5, 7, 12 (if applicable), 13 and 14 only of the POLICY shallapply in respect of each PARALEGAL PARTNER(S) OR SHAREHOLDER(S). All POLICYendorsements shall or may apply to LAWYER PARTNER(S) OR SHAREHOLDER(S)and/or LAWYER employee(s) who are employed by a COMBINED LICENSEE FIRM.

For the purposes of interpretation of Endorsement Nos. 2 and 3, a PARALEGALPARTNER(S) OR SHAREHOLDER(S) shall be deemed to be a LAWYER who is required,pursuant to By-Law 6 of the Law Society Act, to pay a professional liability insurancepremium levy and the real estate and civil litigation transaction levies.

For the purposes of interpretation of Endorsement Nos. 5, 7 and 14, reference toPart I Coverages A and B of the POLICY shall be deemed to be to Section A. Coverage(i) and (ii) of this endorsement for the PARALEGAL PARTNER(S) OR SHAREHOLDER(S).

For the purposes of interpretation of Endorsement No. 5, a PARALEGAL PARTNER(S)OR SHAREHOLDER(S) shall be deemed to be an INSURED LAWYER for the purposesof the mandatory Innocent Party Coverage and levy surcharge. Coverage forINSUREDS under that endorsement, however, in connection with the PROFESSIONALSERVICES of the PARALEGAL PARTNER(S) OR SHAREHOLDER(S), shall be limited tothat provided by the PARALEGAL PARTNER(S) OR SHAREHOLDER(S) for or on behalfof the COMBINED LICENSEE FIRM, and then only where the PROFESSIONAL SERVICESwere provided on or after such date that the COMBINED LICENSEE FIRM was firstauthorized by the NAMED INSURED pursuant to By-law 6 of the Law Society Act.

29 A3/2018

® LAWPRO name and logo are registered trademarks of Lawyers’ Professional Indemnity Company.

This POLICY, subject to all its terms and conditions not in conflict with this endorsement,shall include the following:

A. Coverage: Notwithstanding Part III Exclusion (j), but subject to the SUBLIMIT OF LIABILITY,terms and conditions contained in this endorsement, coverage in accordance withPart I, Coverages A and B of the POLICY, is hereby provided for CLAIM(S) arisingout of liability for a CYBERCRIME(S), provided such CYBERCRIME(S) results in:

(i) the disclosure, destruction, modification, corruption, manipulation, damage,deletion, theft or misuse of any confidential client data which has been entrustedto, received by and held in trust by or on behalf of the INSURED as a directconsequence of the performance of PROFESSIONAL SERVICES; or

(ii) the misappropriation of money which was entrusted to, received by and heldin trust by or on behalf of the INSURED as a direct consequence of the performance of PROFESSIONAL SERVICES.

B. SUBLIMIT OF LIABILITY: The amount of coverage provided with respect to this endorsement shall be subjectto a SUBLIMIT OF LIABILITY of $250,000 per CLAIM and in the aggregate per POLICYPERIOD for the INSURED. This SUBLIMIT OF LIABILITY is included within the LIMIT OFLIABILITY and AGGREGATE LIMIT OF LIABILITY of the INSURER, as set out in ITEMS5 and 6 of the Declarations. The total limit of the INSURER’S liability pursuant tothis endorsement, for each CLAIM, regardless of the number of INSUREDS who maybe in a LAW FIRM, shall be $250,000 per POLICY PERIOD for each LAW FIRM.

Endorsement No. 14

LIMITED CYBERCRIME COVERAGE

250 Yonge StreetSuite 3101, P.O. Box 3Toronto, Ontario M5B 2L7

t 416-598-58991-800-410-1013

f 416-599-83411-800-286 -7639

[email protected]

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